Riverbend Capital Advisors LLC

Item 5: Fees and Compensation

Description of Fees for Riverbend’s Advisory Services:

  Investment Management

  In the event the client determines to engage the Adviser to provide investment management services,
  the Adviser will do so on a fee-only basis. If engaged, the Adviser will charge an annual fee based
  upon a percentage of the market value of the client’s assets being managed by the Adviser, including
  cash, accrued interest and accrued dividends. The Adviser’s annual fee will be pro-rated and charged
  quarterly, in arrears, based upon the market value of the assets on the last day of the quarter. The
  annual fee is negotiable and will typically vary depending upon the market value of the assets under
  management. The specific fee charged is provided in the client’s investment advisory agreement. Our
  typical fee schedule is as follows:

      PORTFOLIO VALUE                                                           ANNUAL FEE

      Up to $5,000,000 ................................................................   0.250%
      Next $5,000,000 .................................................................   0.225%
      Next $15,000,000 ...............................................................    0.200%
      Above $25,000,000 ............................................................      0.150%

  In addition, clients of certain advisers who have engaged Adviser to manage their clients’ assets, may
  have their fee charged on the average daily balance of their accounts in the current quarter, rather than
  on account values at the end of the quarter. Fees are still charged quarterly, in arrears.

  The applicable fee rate and billing methodology for a given client is set forth in the client’s agreement
  with the Adviser. Certain clients are billed at a different fee rate than the standard fee rate included
  above.

  The Adviser does not impose a minimum portfolio value or a minimum annual fee for its investment
  management services.

  Subadvisory

  The Adviser charges an annual fee of 25 basis points for the management of intermediate and longer
  term “market duration” portfolios. For shorter term “low duration” portfolios, the Adviser charges
  an annual fee of 15 basis points. All fees are charged quarterly, in arrears, based upon the value of
  the assets on the last day of the quarter.

  Financial Consulting

  Clients may also contract with the Adviser for financial consulting services regarding investment
  matters and portfolio holdings. The Adviser’s financial consulting services are provided to clients on
  an “as needed” basis. As a result, fees for this service are not fixed. Rather, the fees associated with
  the Adviser’s financial consulting services are negotiable based upon the complexity of the client’s

  financial situation, the term and scope of the engagement, and the actual services provided. The
  negotiated fee and billing schedule will be disclosed prior to the Adviser’s provision of any services.

Fee Payments/Deductions:

  Investment Management

  Fees accrue daily and are payable quarterly, in arrears. When services commence on any day other
  than the first day of a billing period, the advisory fee for the opening period will be prorated by the
  number of days of service divided by total period days.

  The Investment Advisory Agreement between the Adviser and the client will continue in effect until
  terminated by either party pursuant to the terms of the Advisory Agreement. The Adviser’s annual
  fee will be prorated through the date of termination and any remaining balance will be charged or
  refunded to the client, as appropriate, in a timely manner.

  Clients typically authorize the Adviser to deduct advisory fees directly from their custodial account.
  If directed by a client, and approved by the Adviser, the client may elect to be invoiced for advisory
  services. Such invoices will be provided to the client by the Adviser each billing period. All checks
  for advisory services should be made out to “Riverbend Capital Advisors, LLC,” and forwarded to:

                                  Riverbend Capital Advisors, LLC
                                         191 N. Wacker Dr.
                                             Suite 875
                                         Chicago, IL 60606

  Financial Consulting

  The Adviser’s financial consulting services are provided to clients on an “as needed” basis and are
  customized to each engagement. The negotiated fee and billing schedule will be disclosed prior to the
  Adviser’s provision of any services. The Consulting Agreement with the client will continue in effect
  until terminated by either party pursuant to the terms of the Consulting Agreement.

Other Fees:

  Investment Management and Subadvisory Services

  The Adviser’s fees do not include custodial fees, brokerage commissions, other transaction costs, if
  any, charged by client’s custodian and broker. Further, mutual funds and exchange-traded funds in
  which a client’s assets may be invested charge advisory fees and other fees and expenses, as described
  in each fund’s prospectus, which are in addition to the fees and expenses noted above. For Direct
  clients, there is a trade-away fee of 25.00 charged by Charles Schwab. For Sub-Advised clients, trade
  away fees are determined by the primary advisor and custodian and not by the Adviser. The fees will
  generally include a management fee, shareholder service fee, other fund expenses and sometimes a
  distribution fee. A mutual fund may also have sales charges that apply in various circumstances;
  therefore, you may directly and indirectly pay two levels of investment management fees: one level

  of fees directly to our firm and a second level of fees indirectly to the mutual funds in which your
  assets are invested. You could reduce your total investment management costs by investing directly
...

Types of Clients:

The Adviser generally provides investment advice to high-net-worth individuals.

Minimum Account Requirements: The Adviser typically requires a minimum account value of
$250,000. In certain circumstances, Adviser will waive this requirement in its sole discretion.