Naylor Capital LLC

Item 5. Fees and Compensation

   A. Below is a summary of some of the general management fees for the accounts that
      SoundHaven manages or intends to manage. The investment objectives and strategy of
      each account and other information material to an investment decision regarding each such
      account is disclosed in each investment management agreement, and the information
      contained herein is qualified by such offering materials. SoundHaven may choose to
      manage additional accounts or cease managing these accounts in the future. Portfolio
      management fees are negotiable at the sole discretion of SoundHaven and fees may be
      higher or lower than fees charged by other investment advisors.

       Investment Advisory Services. SoundHaven charges each investor a monthly management
       fee according to the schedule listed below. The management fee is assessed in arrears on
       the last day of each month based on the client’s average capital account balance for that
       month.

       Client Assets                                 Advisory Fee
       Up to $5,000,000                                   1.00%
       Above $5,000,000                                   0.75%

       Retirement Plan Investment Advisory Fees. The annual fee will typically be invoiced
       quarterly, in arrears, based on the market value of the plan assets under advisement on the
       last business day of the previous quarter. In certain circumstances, the annual fee will be
       invoiced monthly, in arrears, based on the market value of the plan assets under advisement
       on the last business day of the previous month.

       Market Value of Plan Assets                   Advisory Fee
       Up to $5,000,000                                   1.00%
       Above $5,000,000                                   0.75%

   B. SoundHaven either deducts management fees directly from client accounts or bills clients
      for fees incurred. Clients may choose either method. Fees are deducted or billed monthly
      with the exception of company retirement plans which are typically billed quarterly.

   C. The portfolio management fee is exclusive of all transaction costs, which a client will incur
      separately. Clients are responsible for paying all execution and/or transaction costs
      associated with trade execution and/or account custody. If funds are purchased, clients
      should refer to the prospectus for a complete discussion of the fees associated with the
      investment. Each account is responsible for its own costs and expenses, including trading
      costs and expenses (such as brokerage commissions and clearing and settlement charges),
      ongoing legal, accounting and bookkeeping fees and expenses, and the fees and expenses
      charged by any fund administrator for its accounting, bookkeeping and other services.
      Accounts that invest in mutual funds also pay, indirectly, investment advisory fees to the

       managers of those funds. SoundHaven bears its own operating, general, administrative and
       overhead costs and expenses, other than the expenses described above.

   D. Client fees are not collected in advance. It is not an option to pay fees in advance.

   E. SoundHaven, or anyone supervised by SoundHaven, does not accept any compensation for
      the sale of securities or other investment products, including asset-based sales charges or
      service fees from the sale of mutual funds.

       With respect to investment products recommended by SoundHaven, clients have the option
       of purchasing investment products through other brokers or agents not affiliated with
       SoundHaven.

Any client not receiving this Disclosure Brochure at least 48 hours prior to signing the Investment
Management Agreement may terminate the Investment Management Agreement within five (5)
business days of signing the agreement without incurring any advisory fees.

General Information

SoundHaven believes that its fees are competitive with fees charged by other investment advisers
for comparable services. Comparable services may be available, however, from other sources for
lower fees than those charged by SoundHaven.

Item 7. Types of Clients

SoundHaven provides investment advice to separately managed investment accounts. Clients are
required to invest a minimum of $100,000, but SoundHaven may waive this minimum.