Old Rock Asset Management LLC

Fees and Compensation
   Description
         Old Rock Asset Management bases its fees on a percentage of assets
         under management. All fees are negotiable and are generally set at less
         than one percent per annum. In setting the fee, Old Rock considers many
         factors including, but not limited to, total client assets under management.

         Fees are charged quarterly, in arrears, based on the fair market value of the
         securities in a client's account at the end of each quarterly billing period.
         Old Rock Asset Management does not charge any fees in advance of
         services provided.

         In addition to Old Rock Asset Management's advisory fees, clients will incur
         the cost of trading commissions and fees charged by the custodian of the
         account. In addition to investing in individual equity or fixed income
         securities, Old Rock Asset Management also invests, on behalf of clients, in
         mutual funds and exchange traded funds or other investment companies
         (collectively, “Funds”). The value of these Funds will be included in the
         quarterly fee calculation described above. These Funds are subject to

                           Old Rock Asset Management LLC

         certain fees and expenses which are described in the prospectuses of the
         Funds, paid for by the Funds, but ultimately borne by investors in the
         Funds. Old Rock Asset Management does not receive any portion of the
         commissions, fees or expenses charged by the Funds or the custodian of a
         client’s account.

         If Old Rock Asset Management provides advisory services not covered by
         the fee agreement outlined above, the charge for such services will be on
         an hourly basis, generally at a rate of $500 per hour, depending upon the
         services provided. Any such fee is subject to a client’s prior consent and
         approval.

         Old Rock Asset Management reserves the right to reduce or waive fees in
         its discretion and to increase or decrease the minimum size account that it
         will accept.

   Fee Billing
         Old Rock Asset Management's fees will be directly withdrawn from a client's
         account pursuant to such client's prior written authorization. All fees
         withdrawn from client accounts will be identified and detailed in the monthly
         or quarterly statement sent to the client by the custodian of the account.

Types of Clients
   Description
      Old Rock Asset Management provides investment advice primarily to high net
      worth individuals and their associated trusts, foundations and retirement
      plans, as well as certain institutions.

   Account Minimums
      Old Rock Asset Management generally requires new client accounts to be a
      minimum of $5,000,000. Old Rock Asset Management reserves the right to
      reduce or waive fees in its discretion and to increase or decrease the
      minimum size account that it will accept.

                           Old Rock Asset Management LLC

Methods of Analysis, Investment Strategies and Risk of Loss