Prowell Financial Management LLC

ITEM 5:       FEES AND COMPENSATION

      A.      Fees Charged

      All individuals will be required to execute an agreement with PFM outlining the services to be
      performed, as well as the fees for those services. Travel costs will be included in the annual fee paid
      to PFM, unless outlined separately. In many instances, the company itself will be responsible for the
      payment of fees related to work performed for each individual owner.

      Clients 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 PFM for
      investment services.

      Financial Organization and Management

      Fees for financial organization and management are generally fixed fee arrangements. The amount
      of the fee will vary significantly, as it depends on the number of shareholders for whom PFM is
      providing services, the complexity of each shareholder’s current circumstances, the urgency of the
      need, and any complicating factors that are not identifiable until they are observed. Generally,
      however, fixed fees begin at $50,000 on an annual basis.

      Clients may also choose to instead have fees for financial organization and management based on a
      percentage of the assets under management. Because the typical PFM client’s financial
      circumstances are so complex due to the higher net worth than the average RIA client, each client’s
      case is truly unique, and therefore a simple fee tier for assets is not appropriate. In some cases, the
      asset management aspect of PFM’s services is actually a smaller part of the work performed, as
      opposed to the overall strategy leadership and monitoring services that PFM refers to as Financial
      Organization. Other factors determining the fee arrangement and amount include the sense of
      urgency, the number of potential other professionals involved, whether there are significant
      complicating factors such as business ownership or heir issues. Generally, however, the range of fees
      based on the assets under management varies from 0.00% to 0.65%, on an annual basis. However,
      these fees are guidelines, subject to change according to the complexity of the situation. It is
      important to note that in many cases, the amount of assets under direct management is not an
      appropriate proxy for the amount of work required for a given client.

Asset Management

For clients who engage PFM to provide stand-alone asset management services, PFM prefers to
charge for such services on a fixed fee basis. Fixed fees for asset management services generally
range from $25,000 to $400,000, based upon the nature and complexity of the account. The fixed
fee range stated is a guide. Fees are negotiable, and may be higher or lower than this range, based
on the nature of the work to be performed.

However, in limited circumstances, clients may engage PFM to provide stand-alone asset
management services, where fees are based on a percentage of the assets to be managed, which will
vary from 0.00% to 0.65% per annum, based on the amount of assets as well as the type of assets.
However, these fees are guidelines, subject to change according to the complexity of the situation.

B.      Fee Payment

Fixed Fees:

The fixed annual fee is paid in quarterly installments, billed in advance. On an ongoing basis, the
annual fee will be mutually agreed at the end of the initial engagement and typically billed quarterly
in advance. The ongoing annual fee can be debited from an account that the client designates, or in
other such manner that client directs.

Asset Under Management Fees:

For clients who are billed based upon a percentage of assets under management, fees will be debited
directly from each client’s account. The advisory fee is paid quarterly, in advance, and the value used
for the fee calculation is the net value as of the last market day of the previous quarter. This means
that if your annual fee is 1.00%, then each quarter we will multiply the value of the account by 1.00%
then divide by 4 to calculate our fee. For assets deposited into or withdrawn from an account after
the inception of a billing period, the fee payable is prorated based on the number of days remaining
in the billing period. Any reduction in fees related to the withdrawal of assets in an account will be
credited against the next billing period’s investment advisory fees. 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 the account custodian to
deduct the fee from the appropriate account and remit it to PFM.

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. Each quarter, PFM sends the
custodian written notice of the amount of the fee to be deducted from the client’s account. Upon
specific request, clients will receive a bill itemizing the fees to be debited, including the formula used
to calculate the fee, the amount of assets the fee is based on, and the time period covered by the
fee. The invoice will also state that the fee was not independently calculated by the custodian. The

      client will also receive a statement from their account custodian showing all transactions in their
      account, including the fees debited by PFM.

      C.      Other Fees

      PFM may on occasion recommend that a client places assets with a third-party investment adviser.
      All third-party managers have their own fee schedule of which clients will agree be provided prior to
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ITEM 7:       TYPES OF CLIENTS

      Clients advised include individuals, families, trusts, corporations, and charitable organizations. There
      is no account minimum.