Golden Bay Advisors LLC

Item 5.   Fees and Compensation:

          (A)   Generally: All fees are individually negotiated. Circumstances
                considered when negotiating fees may include, without limitation,
                customary market rates, specialized guidelines, and other
                performance/incentive fee/allocation arrangements with the Client.

                Management fees are calculated based on a periodic percentage of
                the value of an account’s assets under management (the
                “Management Fee”).

                The Firm may charge flat fees for financial planning services
                ranging from $1,000 to $10,000.

             (B) Payment of Fees: Management Fees are billed quarterly in
                 advance, as specified in the relevant investment management
                 agreement. Fee structures and account terms are individually
                 negotiated and may differ for different Clients.

             (C) Additional Fees and Expenses: Clients may incur certain charges
                 imposed by third parties other than the Firm in connection with
                 investments made through the account, including but not limited to,
                 mutual fund sales loads, expense ratios, 12(b)-1 fees, and surrender
                 charges, and IRA and qualified retirement plan fees. Management
                 fees and/or performance allocations charged by the Firm are
                 separate and distinct from the fees and expenses charged by
                 investment company securities that may be recommended to
                 Clients. A description of these fees and expenses are available in
                 each investment company security’s prospectus.

                 Clients will also bear any agreed upon expenses as set forth in the
                 relevant investment management agreement.

             (D) Fees Paid in Advance: Management Fees are generally billed
                 quarterly in advance, however, fee structures are individually
                 negotiable.

                 Termination of Services: Advisory services may be terminated in
                 accordance with each Client’s investment management agreement.
                 Management Fees that are paid in advance are generally refundable
                 on a pro rata basis in the event a Client’s advisory agreement is
                 terminated during a billing period or otherwise as the Firm may
                 determine in its sole discretion.

             (E) Additional Compensation of Supervised Persons: No supervised
                 person accepts compensation for the sale of securities or other
                 investment products.

Item 7.   Types of Clients:

          The Firm’s Clients are separately managed accounts, predominantly high
          net worth individuals. The minimum initial investment in a separately
          managed account generally is $250,000, however, there is no absolute
          minimum and each agreement is individually negotiated.