Riverplace Capital Management Inc

Item 5 Fees and Compensation
Description
   Riverplace Capital bases its fees on a percentage of assets under
   management. Fees are negotiable.

Fee Billing
    The annual fee as stated in the Discretionary Investment Management
    Agreement is based on a percentage of the investable assets according to
    the following schedule:
             1.25% on the first $2,000,000
             1.00% on assets above $2,000,000.
    The minimum annual fee is $1,250 and is negotiable. Current client
    relationships may exist where the fees are higher or lower than the fee
    schedule above.
    Investment management fees are billed quarterly, in advance, meaning that
    we invoice you at the beginning of the three-month billing period (calendar
    quarter). Payment in full is expected within ten days of invoice presentation.
    With Client’s authorization to account custodian and as agreed upon in the
    Discretionary Investment Management Agreement, fees are usually deducted
    from a designated client account to facilitate billing. Client is provided an
    itemized invoice showing amount of assets under management on which fee
    is based and the formula and percentages of management fees charged.

Other Fees
    Custodians may charge transaction fees on purchases or sales of securities.
    These transaction charges or commissions are usually small and incidental to
    the purchase or sale of a security. The selection of the security is more
    important than the nominal fee that the custodian charges to buy or sell the
    security.
    Riverplace Capital, in its sole discretion, may waive its minimum fee and/or
    charge a lesser investment advisory fee based upon certain criteria (e.g.
    historical relationship, type of assets, anticipated future earning capacity,
    anticipated future additional assets, dollar amounts of assets to be managed,
    related accounts, account composition, negotiations with clients, etc.).

Expense Ratios
   When mutual funds are used in a portfolio, generally there can be a
   management fee charge for the services of the fund investment managers.
   The management fee is called an expense ratio. For example, an expense
   ratio of 0.50 means that the mutual fund company charges 0.5% for their
   services. These fees are in addition to the fees you pay to Riverplace
   Capital.

                   RIVERPLACE CAPITAL MANAGEMENT INC

    Performance figures quoted by mutual fund companies in various publications
    are after their fees have been deducted.

Past Due Accounts and Termination of Agreement
    Riverplace Capital reserves the right to stop work on any account that is more
    than 30 days overdue.

Item 7 Types of Clients
Description
   Riverplace Capital generally provides investment advice to individuals, banks
   or thrift institutions, investment companies, pension and profit-sharing plans,
   trusts, estates, charitable organizations, corporations or municipalities.
    Client relationships vary in scope and length of service.

Account Minimums
   The minimum account size is $100,000 of assets under management, which
   equates to an annual fee of $1250.
    Riverplace Capital has the discretion to waive the account minimum.
    Accounts of less than $100,000 may be set up when the client and the
    advisor anticipate the client will add additional funds to the accounts bringing
    the total to $100,000 within a reasonable time. Other exceptions will apply to
    employees of Riverplace Capital and their relatives, or relatives of existing
    clients.