Risley Capital Management LLC

Item 5         Fees and Compensation
                         INVESTMENT SUPERVISORY SERVICES ("ISS")
                          INDIVIDUAL PORTFOLIO MANAGEMENT FEES

Our annual fees for Investment Supervisory Services are based upon a percentage of assets
under management and generally range from 0.25% to 1.25%.

Expected Range in Equities and Balanced Portfolios
       Assets Under Management             Fee Schedule
       $50,000–$499,000                        1.25%
       $500,000–$999,999                       1.00%
       $1,000,000–$2,499,999                   0.95%
       $2,500,000–$4,999,999                   0.90%
       $5,000,000–$9,999,999                   0.85%
       $10,000,000+                            0.80%

Expected Range in Fixed Income Portfolios
       Assets Under Management             Fee Schedule
       $50,000–$500,000                       1.00%
       $500,001–$1,000,000                    0.75%
       $1,000,001–$1,500,000                  0.70%
       $1,500,001–$2,000,000+             Negotiated Rate

Our fees are billed quarterly, in advance, at the beginning of each calendar quarter based
upon the value (market value or fair market value in the absence of market value), of the
client's account at the end of the previous quarter. Fees will be debited from the account in
accordance with the client authorization in the Client Services Agreement.

A minimum of $50,000 of assets under management is required for this service. This account
size may be negotiable under certain circumstances. Risley Capital Management may group
certain related client accounts for the purposes of achieving the minimum account size and
determining the annualized fee. Also pre-existing advisory clients are subject to Risley Capital
Management's advisory fees in effect at the time the client entered into the advisory
relationship. Therefore, our firm's minimum fees and account requirements will differ among
clients.

Limited Negotiability of Advisory Fees: Although Risley Capital Management has
established the aforementioned fee schedule(s), we retain the discretion to negotiate alternative
fees on a client-by-client basis. Client facts, circumstances and needs are considered in
determining the fee schedule. These include the complexity of the client, assets to be placed
under management, anticipated future additional assets; related accounts; portfolio style,
account composition, reports, among other factors. The specific annual fee schedule is
identified in the contract between the adviser and each client.

We may group certain related client accounts for the purposes of achieving the minimum
account size requirements and determining the annualized fee.

Discounts, not generally available to our advisory clients, may be offered to family members
and friends of associated persons of our firm.

                                        CONSULTING FEES

Risley Capital Management LLC's consulting fee is determined based on the nature of the
services being provided and the complexity of each client’s circumstances. All fees are agreed
upon prior to entering into a contract with any client.

Our consulting fees are calculated and charged on an hourly basis at $125 per hour. Although
the length of time it will depend on each client's personal situation, we will provide an estimate
for the total hours at the start of the advisory relationship. The client is billed at the completion
of the agreement.

                                     GENERAL INFORMATION

Termination of the Advisory Relationship: A client agreement may be canceled at any time,
by either party, for any reason upon receipt of written notice. Upon termination of any account,
any prepaid, unearned fees will be promptly refunded. In calculating a client’s
reimbursement of fees, we will pro rate the reimbursement according to the number of
days remaining in the billing period.
Mutual Fund Fees: All fees paid to Risley Capital Management for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds and/or
ETFs to their shareholders. These fees and expenses are described in each fund's prospectus.
These fees will generally include a management fee, other fund expenses, and a possible
distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred
sales charge. A client could invest in a mutual fund directly, without our services. In that case,
the client would not receive the services provided by our firm which are designed, among other
things, to assist the client in determining which mutual fund or funds are most appropriate to
each client's financial condition and objectives. Accordingly, the client should review both the
fees charged by the funds and our fees to fully understand the total amount of fees to be paid
by the client and to thereby evaluate the advisory services being provided.

Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible
for the fees and expenses charged by custodians and imposed by broker dealers, including, but
not limited to, any transaction charges imposed by a broker dealer with which an independent

investment manager effects transaction for the client's account(s).

Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional
information.

Item 7       Types of Clients

Risley Capital Management provides advisory services to the following types of clients:

     Individuals (other than high net worth individuals)
     High net worth individuals
     State or municipal government entities

Risley Capital management generally requires a minimum account size of $50,000 for advisory
accounts. However, from time-to-time, in its sole discretion, the firm may accept smaller
accounts based on various criteria, such as anticipated future assets, related accounts, and
other factors.