Planmember Asset Management Corporation

Fees and Compensation

FEES FOR NON-DISCRETIONARY ADVISORY SERVICES
The fee schedule for non-discretionary accounts is as follows:

           Assets under                   Fee
           Management                     Percentage

           $ 0.00 -- 500,000.00                  2.00%
           on the next $500,000                  1.75%
           on the next $1,000,000                1.50%
           on the next $3,000,000                1.25%
           Over $5,000,000.00             Negotiable

FEES FOR DISCRETIONARY PORTFOLIO MANAGEMENT SERVICES

The fee schedule for discretionary accounts is as follows:

           Assets under                   Fee
           Management                     Percentage

           $ 0.00 -- 500,000.00                  2.50%
           on the next $500,000                  2.00%
           on the next $1,000,000                1.50%
           on the next $3,000,000                1.25%
           Over $5,000,000.00             Negotiable

PAMC divisions may have their own fee schedules for their particular services. Investment minimums are
negotiable. In no case shall a client pay more than the maximum advisory fee disclosed in this document.
However, each mutual fund or variable annuity in which assets are invested will incur separate
investment advisory fees and other expenses for which a client will bear a proportionate share with other
investors in the fund or annuity.

Fees are calculated based on an annual fixed percentage of assets under management based on the market
value of those assets. PAMC’s fee shall be assessed quarterly. The fee calculation is: (([assets under
management] x [annual fee])/ [number of calendar days in the year]) x [number of days in the relevant
quarter]. Accounts opened or closed in mid-quarter will be assessed or refunded a pro-rated management
fee. Fees are payable quarterly, in advance, and such fees may be deducted from client's account(s)
quarterly within thirty (30) days following the beginning of the quarter for which said fees apply.

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Performance-Based Fees and Side-By-Side Management
CONFLICTS OF INTEREST RELATING TO PERFORMANCE-BASED FEES

PAMC does not charge performance-based fees, which are based on capital gains in the client account.
Therefore, PAMC and its personnel do not experience a conflict of interest posed by managing
simultaneously accounts which do and do not have performance-based fees.

CONFLICTS OF INTEREST RELATING TO SIDE-BY-SIDE MANAGEMENT

“Side by side management” refers to an investment adviser’s practice of managing different types of
client accounts and/or investment products simultaneously. PAMC and our employees and supervised
persons may have conflicts of interest in allocating their time and services among clients. To address
these conflicts, PAMC and its divisions will endeavor to devote such time to each client as PAMC and
each division’s management deems appropriate under the circumstances to perform our duties and
obligations to each such client in accordance with applicable law and our investment management
agreement(s) with each such client.

Certain actual or potential conflicts of interest may arise in connection with a portfolio manager’s
management of an account’s investments and the investments of other accounts for which the portfolio
manager is responsible. To the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them. Each division of
PAMC maintains its own investment strategies and procedures. PAMC and its divisions may give advice
or take action with respect to investments of one or more clients that may not be given or taken with
respect to other clients with similar investment strategies or objectives. Accordingly, clients with similar
strategies or objectives may not hold the same securities or instruments or achieve the same performance.

CONFLICTS OF INTEREST RELATING TO CROSS TRANSACTIONS
Trades may be recommended between client accounts for various reasons. Such reasons may include an
opportunity to reduce transaction fees or ability to fill sell and purchase orders, when the trade will not
disadvantage either client. Such cross transactions create actual or potential conflicts of interest between
clients, and for PAMC. For example, it is possible that we may seek to effect a cross trade to create a
market to aid the selling account, to the detriment of the purchasing account.

To address these actual or potential conflicts of interest, our policies and procedures require that neither
PAMC nor our affiliates may receive any compensation for acting as a broker/dealer when we engage in
cross transactions. We follow procedures similar to those that would comply with SEC Rule 17a-7 under
the Investment Company Act for cross trades between client accounts. Given the monitoring obligations
involved, we generally do not allow client accounts that are “plan assets” subject to the Employee
Retirement Income Securities Act of 1974 (ERISA) to participate in cross trades. We maintain a list of
accounts that are prohibited from participating in cross trades and maintain records regarding each cross
transaction, including the price at which the transactions are effected.

OTHER CONFLICTS OF INTEREST RELATING TO CERTAIN INVESTMENT AND BROKERAGE PRACTICES
There will be times when the same security is being purchased or sold concurrently for multiple client
accounts or portfolios. In these situations, except as discussed below, each division of PAMC has policies
in place which are reasonably designed to commence trade execution as concurrently as practicable, or
otherwise in a fair and equitable manner, address potential conflicts of interest and protect client interests.
Various factors, however, may result in trades for a client not being aggregated with batched trades for
...

Types of Clients

PAMC anticipates providing advisory services to individuals (including high net-worth individuals),
institutions, trusts, estates, foundations, business entities, and retirement plans.

Minimum account sizes will be subject to determination by each division of PAMC and may differ
between divisions.

Methods of Analysis, Investment Strategies, and Risk of Loss
Methods of Analysis and Investment Strategies
Each division of PAMC will develop and implement its own methods of analysis and investment strategy.
We anticipate that most, if not all, of the divisions will make use of one or more of the following methods
of analysis:

    • Charting--               Portraying the performance of a security in a graphic representation. Such
                               portrayals indicate how the security has performed over time and how it
                               may perform in the future. Typically, this method is used to predict trends
                               in security valuation within certain time frames.
    • Fundamental Analysis—Examination of the historical and current financial statements of the
                           issuer. Reviewing such items as revenues, expenses, and earnings to gain
                           insight into the security’s future performance. Any conclusions are then
                           considered in light of the overall economy and industry developments.
    • Technical Analysis--     Examination of patterns and trends with respect to a specific industry
                               sector or issuer. Utilization of past prices and volume to predict a
                               security’s future performance.
    • Quantitative Analysis-- Applying complex mathematical and statistical modeling to gain insight
                              into the performance of a security or sector. Such insights may be used to
                              evaluate performance, predict the value of a security, or predict market
                              events.
Among the investment strategies that we anticipate divisions of PAMC will implement are the following:

    • Long-term investing-- Purchasing and holding securities for at least a year.
    • Short-term investing-- Purchasing and holding securities for less than a year.

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    • Option writing--          Purchasing or selling an option to execute a transaction in the future at a
                                certain price, expecting the price of the underlying stock to increase or
                                decrease.

Risks of Loss
Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the
investment may be worth more or less than the original purchase price.

While there is risk in all investments, some carry a greater degree of risk or higher costs. No method of
investment analysis is always correct or properly applied. There is no guarantee that the investment
strategy selected for the client will result in the client’s goals being met, nor is there any guarantee of
profit or protection from loss.

PAMC is disclosing those risks and opportunities for our investment strategy or for particular types of
securities used.

   •   High yield, high risk bonds generally involve more credit risk. These securities may also be
       subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed
       income investments are subject to interest rate risk and values may decline in an increasing
       interest rate environment.

   •   Lower-rated bonds are subject to greater fluctuations in value and risk of loss of income and
       principal. Investing outside the United States entails additional risks, such as currency fluctuations,
       as more fully described in the prospectus.

   •   The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same
       interest rate, inflation and credit risks associated with the underlying bond holdings.

   •   There are tax consequences for short-term trading wherein capital gains are taxed as ordinary
       income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in
       the Fund families’ prospectus.

   •   Small cap and Mid-cap investments may have additional risk, including greater price volatility.

   •   While diversification through an asset allocation strategy is a useful technique that can help to
       manage overall portfolio risk and volatility, there is no certainty or assurance that a diversified
       portfolio will enhance overall return or outperform one that is not diversified. An investment made
       according to one of these asset allocation models neither guarantees a profit nor prevents the
       possibility of loss.

   •   Money market funds have relatively low risks, compared to other mutual funds (and most other
       investments). By law, they can invest in only certain high-quality, short-term investments issued
       by the U.S. Government, U.S. corporations, and state and local governments. Money market funds
       try to keep their net asset value (NAV), which represents the value of one share in a fund, at a
       stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform
       poorly. Investor losses have been rare, but they are possible. Money market funds pay dividends
       that generally reflect short term interest rates, and historically the returns for money market funds
       have been lower than for either bond or stock funds.

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Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and
...