Metis Capital Management LLC

Item 5: Fees and Compensation

        A. Fee Schedule

Fees for management services are billed quarterly in arrears, based on the account value as
of the last day of the quarter. These fees are based on the following schedule:

Equity and Balanced Accounts:

   On Cash and Securities totaling:                      At the annual rate of:
   On the first $2,000,000                                        1.0%
   On the balance                                                 0.8%

Fixed Income Accounts:

   On Cash and Securities totaling:                      At the annual rate of:
   On the first $25,000,000                                       0.5%
   On the balance                                                 Negotiable

The above fees are negotiable in certain limited circumstances. A quarter-end fee
adjustment may be made for sizeable contributions made at the end of the quarter. A client
may terminate an advisory account on written notice. Upon termination, the fee will be prorated
to the date of termination. Account values include the value of cash and any assets held in money
market funds.

MCM implements some investment recommendations with mutual funds. These mutual
funds charge asset management fees which are in addition to the management fees
charged by MCM and are thereby an indirect expense to the client.

MCM believes its fees are competitive, however, lower fees for comparable services may be
available from other sources.

        B. Payment of Fees

Clients authorize Metis Capital Management to charge their account fees as they become due and
payable pursuant to the fee schedule outlined in the agreement they sign when becoming a client.
MCM sends a statement to each client showing the amount of fees paid, the value of the
account’s assets upon which the fee was based, and the specific manner in which the fee was
calculated. MCM sends a statement to the client at the same time a bill is sent to the custodian,
showing the amount of fees to be paid. The client is responsible for verifying the accuracy of
such fees. The client’s custodian sends the client a statement, at least quarterly, indicating all
amounts disbursed from the account, including the amounts of any and all investment
management fees paid directly to the Adviser.

Clients may also elect to receive a bill from MCM and to remit payment by check or wire within
30 days of its receipt.

        C. Clients Are Responsible For Third Party Fees

All account assets will be held by a designated custodian of the client’s choice in the client’s
name. In addition to our advisory fees, clients are also responsible for the fees and expenses
charged by custodians and imposed by broker dealers. Such fees may include, but are not limited
to, any transaction charges, fees for duplicate statements and transaction confirmations, and fees
for electronic data feeds and reports. In addition, some mutual fund assets deposited in the
account may have been subject to deferred sales charges and 12(b)(l) fees. Mutual funds also
have annual expenses, which are described in each fund's prospectus. Advisory clients should
also note that fees for comparable services vary and lower fees for comparable services may be
available from other sources. We do not accept compensation for the sale of securities or other
investment products. Neither MCM, nor any investment adviser representative associated with
MCM, will act as the custodian Adviser will have no liability with respect to custody
arrangements or the acts, conduct, or omissions of Custodian.

        D. Prepayment of Fees

Clients may not pay fees in advance.
A client may terminate an advisory account on written notice. Upon termination, the fee will be
prorated to the date of termination.

        E. Outside Compensation For the Sale of Securities to Clients

We do not accept compensation for the sale of securities or other investment products.

Item 7: Types of Clients

We provide investment advice to individuals, high net worth individuals, trusts, foundations,
endowments, and retirement plans.

MCM’s clients are generally required to open an equity or balanced account with at least
$100,000, and MCM generally requires $500,000 to open a fixed income Account.

The above mentioned minima may be waived at MCM’s sole discretion.