Ring Mountain Capital LLC

Item 5       Fees and Compensation

Portfolio Management Services Fees

Ring Mountain’s compensation is negotiable and varies, but typically it charges
an annual management fee of 1% of the market value of each client’s account.
For accounts under $50,000, the typical fee is 1.5%. The final fee will be specified
in the client’s agreement.

Ring Mountain may also charge an annual fixed fee of $100 for all accounts under
$50,000 to help cover internal costs of setting up accounts and software.

The management fee is charged quarterly in advance and prorated for accounts
established or terminated at times other than the start or end of a quarter. The
management fee is based on the market value of the assets as of the first day of
each quarter (or the date on which new assets are contributed to any account).
Values are derived from pricing sources as provided by the custodian of the
client’s account and other third parties.

Clients customarily authorize Ring Mountain to deduct its management fees
directly from their custodial accounts but may bill a client for such amounts on
request. This authorization is granted under the terms of the client’s signed
account agreement and the client’s instructions to the custodian. It is each

client’s obligation to verify the accuracy of the fee calculation, as the custodian
will not determine whether the fee is properly calculated.

Financial Planning Services Fees

         Fixed Fees

         The rate for creating client financial plans is between $1500 and $7500.
         The fees are negotiable, and the final fee schedule will be attached as
         Exhibit II of the Financial Planning Agreement.

         Hourly Fees

         The hourly fee for these services is $1250. The fees are negotiable, and
         the final fee schedule will be attached as Exhibit II of the Financial
         Planning Agreement.

Clients may terminate the Financial Planning agreement without penalty, for a full
refund of Ring Mountain’s fees, within five business days of signing the Financial
Planning Agreement. Thereafter, clients may terminate the Financial Planning
Agreement with written notice.

Fees for Financial Planning are paid in advance but never more than 6 months in
advance of the services being delivered. For hourly, an estimation of the number
of hours will be provided initially to determine the fee amount and then adjusted
at the time of delivery of the services. Fees are usually paid by check, however,
Ring Mountain may on occasion collect by other means if the Financial Planning
clients have an account established with Ring Capital’s primary custodian.

Client Responsibility For Third Party Fees

Mutual funds, closed-end funds and exchange traded funds incur internal
management fees and other operating expenses, and typically pass some or all
of these expenses through to their investors in the form of management fees. In
addition, such funds may charge their investors other fees, such as early
redemption or transaction fees. Any Ring Mountain client whose account is
invested in such funds therefore pays, in addition to Ring Mountain’s
management fees, the expenses and advisory fees charged by those funds.

Each account is responsible for its own costs and expenses, including trading costs
and expenses (such as brokerage commissions, sales credits/concessions to bond
underwriters, and clearing and settlement charges), custodial fees, transfer taxes,
wire transfer and electronic funds fees, and other fees and taxes on brokerage
accounts and securities transactions. Ring Mountain bears its own operating,

general, administrative and overhead costs and expenses, other than the
expenses described above. All or part of these costs and expenses may be paid,
however, by brokerage firms that execute clients’ securities trades, as discussed
in Item 12 below.

Prepayment of Fees

Unless otherwise set forth in any account agreement with a particular client, Ring
Mountain’s clients may typically terminate their accounts at any time by giving
30 days’ written notice. The account’s expenses are charged to the account
through the termination date and all prepaid but unearned advisory fees are
refunded on termination of a client’s account.

Ring Mountain believes that its fees are competitive with the fees charged by
other investment advisers for comparable services. However, comparable
services may be available from other sources for lower fees than those charged
by Ring Mountain. Ring Mountain receives no commissions on investment
products purchased or sold for client accounts.

Item 7    Types of Clients

Ring Mountain’s clients may include individuals, trusts and estates, pension plans,
institutions, endowments, corporations and other business entities. Ring Mountain
currently does not have a minimum account size but may create a minimum in
the future without prior notice.