North Woods Asset Management LLC

Item 5:       Fees and Compensation

      A.      Fees Charged

      All investment management clients will be required to execute an Agreement that will describe the
      type of management services to be provided and the fees, among other items. Clients, but especially
      clients with smaller accounts, are advised that they may pay fees that are higher or lower than fees
      they may pay another advisor for the same services, and may in fact pay lower fees for comparable
      services from other sources. Clients are under no obligation at any time to engage or to continue to
      engage, North Woods for investment services.

      Occasionally, various related client accounts may be grouped together to qualify for reduced advisory
      fees. This format is called "family billing". It is the responsibility of the client to verify accuracy of
      fee calculation.

      Asset Management

      Generally, fees vary from 0.50% to 1.00% per annum of the market value of a client’s assets managed
      by North Woods. The fee range stated is a guide. Fees are negotiable, and may be higher or lower
      than this range, based on the nature of the account. Factors affecting fee percentages include the size
      of the account, complexity of asset structures, the managers selected for the account, and other factors.
      North Woods does implement a minimum annual fee of $2,500. Should a client’s asset based fee not
      exceed $2,500 such client will be billed the annual fee of $2,500 in quarterly installments until the
      asset based fee does exceed $2,500. At such time the minimum fee arrangement will be reverted to
      the standard asset based fee as disclosed in the Client’s advisory agreement.

Retirement Plan Consulting Services

Generally, fees vary from 0.10% to 0.75% per annum of the market value of a client’s assets managed
by North Woods. The fee range stated is a guide. Fees are negotiable, and may be higher or lower
than this range, based on the nature of the account. Factors affecting fee percentages include the size
of the account, complexity of asset structures, the managers selected for the account, and other factors.
The fee schedules for retirement plans are as follows:

401K, 403B, & Profit Sharing

                     Assets Under Management               Annual Rate
                        First $0-$5,000,000                  0.25%
                        Above $5,000,001                     0.10%

B.      Fee Payment

Asset Management:

For clients whose assets are managed by the firm, investment advisory fees will be debited directly
from each client’s account. The advisory fee is paid quarterly, in arrears, and the value used for the
fee calculation is the daily average balance of the portfolio for the previous quarter. The daily average
balance is the sum of each day’s balance divided by the number of days during that quarter. This
means that if your annual fee is 1.00%, we will take the previous quarter’s daily average balance,
multiply the value by 1.00%, and then divide by 4 to calculate our fee. To the extent there is cash in
your account, it will be included in the value for the purpose of calculating fees only if the cash is part
of an investment strategy. Once the calculation is made, we will instruct your account custodian to
deduct the fee from your account and remit it to North Woods. While almost all of our clients choose
to have their fee debited from their account, we will invoice clients upon request.

Clients whose fees are directly debited will provide written authorization to debit advisory fees from
their accounts held by a qualified custodian chosen by the client. The client will receive a statement
from their account custodian showing all transactions in their account, including the fee.

C.      Other Fees

There are a number of other fees that can be associated with holding and investing in securities. You
will be responsible for fees including transaction fees for the purchase or sale of a mutual fund or
Exchange Traded Fund, or commissions for the purchase or sale of a stock. Expenses of a fund will
not be included in management fees, as they are deducted from the value of the shares by the mutual
fund manager. For complete discussion of expenses related to each mutual fund, you should read a
copy of the prospectus issued by that fund. North Woods can provide or direct you to a copy of the
prospectus for any fund that we recommend to you.

Please make sure to read Item 12 of this informational brochure, where we discuss broker-dealer and
custodial issues.

      D.      Pro-rata Fees

      If you become a client during a quarter, you will pay a management fee for the number of days left in
      that quarter. If you terminate our relationship during a quarter, you will be responsible for the payment
      of any management fees for the portion of the quarter during which you were a client. Once your
      notice of termination is received, we will assess pro-rated fees for the number of days between the end
      of the prior billing period and the date of termination to be paid in whatever way you direct (check,
      wire). Should the pro rata calculation result in an overpayment to North Woods, North Woods will
      refund fees to the client prior to the end of the next billing period. North Woods will cease to perform
      services, including processing trades and distributions, upon termination. Assets not transferred from
      terminated accounts within 30 (thirty) days of termination may be “de-linked”, meaning they will no
      longer be visible to North Woods and will become a retail account with the custodian.

      E.      Compensation for the Sale of Securities.

      This item is not applicable. Neither North Woods nor its advisory affiliates receive compensation or
      commissions for the sale of securities.

Item 7:       Types of Clients

      North Woods provides personalized investment advisory services to individuals, trusts, and retirement
      plans. North Woods typically requires clients to place a minimum of $1,000,000 with the firm but
      may waive this minimum at our discretion. North Woods does implement a minimum annual advisory
      fee of $2,500.