Richardson Capital Management LLC

Item 5           Fees and Compensation

   A. The client can determine to engage the Registrant to provide discretionary investment
      advisory services, investment portfolio analysis, retirement plan consulting and consulting
      services related to financial, tax, insurance, and estate planning on a fee basis.

         INVESTMENT ADVISORY SERVICES
         If a client determines to engage the Registrant to provide discretionary investment advisory
         services on a fee basis, the Registrant’s annual investment advisory fee shall be based upon
         a percentage (%) of the market value and type of assets placed under the Registrant’s
         management (between negotiable and 1.0%) as follows:

                           Wealth Management Services Fee Schedule*

                 Market Value of Portfolio                 % of Assets
                 From $0 to $1 million                     1.00%
                 From $1,000,001 to $5 million             0.75%
                 From $5,000,001 to $10 million            0.50%
                 Over $10 million                          0.40%

                 * Note fees are on a cumulative basis. For example, an account with a $2,000,000
                 value would be charged 1.00% on the first $1,000,000 and .75% on the next
                 $1,000,000 for a total fee of $17,500.

                              Family Office Services Fee Schedule**
                 Market Value of Portfolio                 % of Assets
                 From $0 to $10 million                    1.00%
                 From $10,000,001 to $15 million           0.75%
                 Over $15 million                          0.50%

            ** Note fees are on a cumulative basis. For example, an account with a
            $11,000,000 value would be charged 1.00% on the first $10,000,000 and .75% on
            the next $1,000,000 for a total fee of $107,500.

    INVESTMENT PORTFOLIO ANALYSIS
    Registrant’s investment portfolio analysis and advice fees are negotiable, but generally are
    $2,500 on a fixed fee basis and $350 on an hourly rate basis.

    If a fixed fee client chooses to terminate an analysis before its full completion, he/she/it
    will be charged on an hourly basis at up to $350 per hour for work already completed.

    RETIREMENT PLAN CONSULTING
    Registrant’s retirement plan consulting fees are negotiable, but generally shall be based
    upon a percentage (%) of the market value of assets in the retirement plan (between
    negotiable and 1.0%). Registrant’s fees will be determined based upon the nature of the
    services being provided and the complexities of each client’s situation.

    CONSULTING RELATED TO FINANCIAL, TAX, INSURANCE AND ESTATE
    PLANNING
    Registrant may charge a fixed fee or hourly fees for consulting services related to financial,
    tax, insurance, and estate planning. Registrant’s fees will be determined based upon the
    nature of the services being provided and the complexities of each client’s situation.

    If a fixed fee client chooses to terminate an analysis before its full completion, he/she/it
    will be charged on an hourly basis up to $675 per hour for work already completed.

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
   account. Both Registrant's Investment Advisory Agreement and the custodial/clearing
   agreement may authorize the custodian to debit the account for the amount of the
   Registrant's investment advisory fee and to directly remit that management fee to the
   Registrant in compliance with regulatory procedures. In the event that the Registrant bills
   the client directly, payment is due upon receipt of the Registrant’s invoice. The Registrant
   shall deduct fees and/or bill clients quarterly in advance, based upon the market value of
   the assets on the last business day of the previous quarter.

    As discussed above and below, when requested to recommend a broker-dealer/custodian
    for client accounts, Registrant generally recommends that Schwab serve as the broker-
    dealer/custodian for client investment management assets. Broker-dealers such as Schwab
    charge brokerage commissions, transaction, and/or other type fees for effecting certain
    types of securities transactions (i.e., including transaction fees for certain mutual funds,
    and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of
    securities for which transaction fees, commissions, and/or other type fees (as well as the
    amount of those fees) shall differ depending upon the broker-dealer/custodian (while
    certain custodians, including Schwab, do not currently charge fees on individual equity
    transactions, others do). These fees/charges are in addition to Registrant’s investment
    advisory fee at Item 5 above. Registrant does not receive any portion of these fees/charges.

C. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in
   advance, based upon the market value of the assets on the last business day of the previous
   quarter. Registrant does not generally charge or reimburse on intra-billing period additions
   or withdrawals. However, in the event that a client adds or withdraws, in single transaction,
   more than $500,000, the Firm shall charge a pro-rated fee, and or issue a pro-rated
   reimbursement, based upon the number of days remaining in the billing period. The Firm

         will generally bill intra-period on a pro-rated basis if an existing client, intra-billing period,
         establishes a new account.

         The Investment Advisory Agreement between the Registrant and the client will continue in
         effect until terminated by either party by written notice in accordance with the terms of the
         Investment Advisory Agreement. Upon termination, the Registrant shall refund the pro-
...

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, trusts, estates,
         and charitable organizations.

         Fee Dispersion: Registrant, in its discretion, may charge a lesser or higher investment
         advisory fee, charge a flat fee, waive applicable minimum asset or minimum fee levels,
         waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e.
         anticipated future earning capacity, anticipated future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, complexity of the
         engagement, anticipated services to be rendered, grandfathered fee schedules, employees
         and family members, courtesy accounts, referrals from existing clients, competition,
         negotiations with client, etc.). Please Note: As result of the above, similarly situated clients
         could pay different fees. In addition, similar advisory services may be available from other
         investment advisers for similar or lower fees. ANY QUESTIONS: Registrant’s Chief
         Compliance Officer, Scott Richardson, remains available to address any questions that a
         client or prospective client may have regarding advisory fees.