RIHO Partners LLC

ITEM 5: FEES AND COMPENSATION

Performance-Based Fees for Portfolio Management

1. Management Fees. RIHO receives management fees (the “Management Fee”) as of the
   commencement of each calendar quarter at an annual rate equal to the applicable percentage set
   forth below based on the net asset value of each client’s account as of the commencement of each
   calendar quarter (calculated without accrual of the management fee then due). The applicable
   Management Fee percentage applies only to that portion of the net asset value of the client’s
   account to which it relates, and will be determined as of the commencement of each calendar
   quarter as adjusted for any contributions, withdrawals and net gains or losses for the account
   during each period.

       Management Fee         Net Asset Value of Account
       1.00%                  0 - $30,000,000
       0.80%                  $30,000,001 - $70,000,000
       0.60%                  $70,000,001 - $110,000,000
       0.00%                  $110,000,001+

For example, for an account with a net asset value of $50,000,000 as of the commencement of each
calendar quarter, the initial $30,000,000 would be charged a Management Fee of 1.00% and the next
$20,000,000 would be charged a Management Fee of 0.80%.

If a client deposits assets in its account as of a date other than the commencement of a calendar
quarter, the Management Fee on the amount of the deposit, pro-rated to reflect the number of days
remaining in the current quarter, will be due at the time of the deposit.

2.      Performance Fees. Each client will pay to RIHO a performance fee (the “Performance Fee”)
for each period described below of 17.5% of the amount by which Net Profits (as defined below) in
the period exceed Unrecouped Losses (as defined below) that have accrued prior to the period,
payable on or promptly after the end of the period. Except as described below, the Performance Fee
will be calculated for each one-year period ending on December 31 of each year.

For purposes of this brochure, the following terms have the following meanings:

“Net Profits” for any period means the excess of the net market value of each client’s account,
including, but not limited to, the net unrealized appreciation and depreciation of securities held in
the account, but deducting the Management Fee and any expenses paid by a client for that period, on
the last day of that period, over the value on the first day of that period.

“Net Losses” for any period means the excess of the net market value of each client’s account,
including, but not limited to, the net unrealized appreciation and depreciation of securities held in
the account, on the first day of that period over the value on the last day of that period, after deducting
the Management Fee and any expenses paid by a client for that period.

“Unrecouped Losses” are all Net Losses of each client’s account, reduced (but not below zero) by all
Net Profits of the account in any subsequent period; provided that if a client withdraws capital from
its account, Unrecouped Losses at the date of the withdrawal will be reduced by multiplying those
Unrecouped Losses by a fraction, the numerator of which is the net market value of the account
immediately after the withdrawal and the denominator of which is the net market value of the
account immediately before the withdrawal.

Computations of Net Profits, Net Losses and Unrecouped Losses are adjusted to take into account any
addition to or withdrawal from an account by a client during any period. The adjustment for a
withdrawal will be made by establishing a subaccount to treat the withdrawn amount as a separate
subaccount during the period ending with the date of the withdrawal, requiring a separate
Performance Fee computation and payment as of the date of withdrawal with respect to the amount
withdrawn. The adjustment for an addition to an account by a client will be made by increasing the
net market value of the account by the amount added as of the first day of the applicable
measurement period rather than as of the date of the addition.

Each client acknowledges that the Performance Fee may create an incentive for RIHO to make
investments that are riskier or more speculative than would be the case in the absence of a fee based
on the performance of its account. In addition, the Performance Fee is based on unrealized, as well
as realized, appreciation and depreciation of the securities held in each client’s account.

3.      Payments. RIHO sends each client’s custodian an invoice setting forth the amount of each
management fee and performance fee (showing the calculation thereof). Thereafter, RIHO is entitled
to instruct the custodian to debit each client’s account to effect payment of any management fee or
performance fee outlined in this brochure.

4.      Expenses. Each client will pay, or will reimburse RIHO, for all fees, costs and expenses
incurred in connection with transactions effected or positions held on behalf of the client as well as
all other fees, costs and expenses directly related to the client’s investment and trading program
including, without limitation, the following: (i) brokerage commissions, custodial fees, research costs,
administrative fees and other costs incurred by RIHO on behalf of the client, travel expenses of the
principals of RIHO, interest and commitment fees on loans and debit balances and withholding and
transfer taxes; and (ii) the fees and costs of any outside appraisers, accountants, attorneys or other
experts engaged by RIHO in connection with a specific investment opportunity being evaluated,
pursued or managed on behalf of the client. If any expenses are incurred for the account of any
persons in addition to a client, RIHO will allocate the total expense among the Client and the other
persons and will determine the portion reimbursable by the client in a fair and reasonable manner.
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ITEM 7: TYPES OF CLIENTS

  RIHO generally provides advisory services to the following types of clients:

   •      High-Net-Worth Individuals
   •      Corporations or Business Entities

  It is important to note that due to the performance compensation structure, RIHO requires that clients
  be qualified clients and meet the following thresholds, either, $1.1 million in Assets under our
  management, or a net worth of $2.2 million excluding the client’s primary residence.