Riverstone Asset Management LLC

Item 5 – Fees and Compensation

In certain circumstances, all fees, account minimums and their applications to family or
other circumstances may be negotiable. Individual accounts for immediate family members
(such as husband, wife and dependent children) are aggregated, and the fee is charged
based on the total value of all family members’ accounts.

RAM has contracted with Focus Partners Advisor Solutions for services including trade
processing, collection of management fees, record maintenance, report preparation,
marketing assistance, and research. RAM has also contracted with Focus Partners Advisor
Solutions for sub-advisory services with respect to clients’ fixed income accounts. RAM
pays a fee for Focus Partners Advisor Solutions based on management fees paid to the Firm
on accounts which use Focus Partners Advisor Solutions. The fee paid by RAM to Focus
Partners Advisor Solutions consists of a portion of the fee paid by clients to RAM and varies
based on the total client assets participating in Focus Partners Advisor Solutions through
RAM. These fees are not separately charged to advisory clients. The fee charged by RAM to
its clients includes all sub-advisory fees charged by Focus Partners Advisor Solutions.

The specific manner in which fees are charged by RAM is established in a client’s written
agreement with the Firm. Generally, Investment Management and Employee Benefit Plan
clients will be invoiced in advance at the beginning of each calendar quarter based upon
the value (market value based on independent third party sources or fair market value in
the absence of market value; client account balances on which RAM calculates fees may
vary from account custodial statements based on independent valuations and other
accounting variances, including mechanisms for including accrued interest in account
statements) of the client’s account at the end of the previous quarter. New accounts are
charged a prorated fee for the remainder of the quarter in which the account is incepted or
will not be billed until the next quarter.

For Investment Management and Employee Benefit Plan clients, RAM will request
authority from the client to receive quarterly payments directly from the client's account
held by an independent custodian. Clients may provide written limited authorization to

RAM or its designated service provider, Focus Partners Advisor Solutions, to withdraw fees
from the account. Clients will receive custodial statements showing the advisory fees
debited from their account(s). Certain third-party administrators will calculate and debit
RAM’s fee and remit such fee to the Firm.

A client agreement may be canceled at any time, by either party, for any reason upon
receipt of 30 days’ written notice. Upon termination of any account at any time after the
required 30-day notice, any prepaid, unearned fees will be promptly refunded.

RAM’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the client. Clients in certain circumstances
will incur certain charges imposed by custodians, brokers, third party investments and
other third parties such as fees charged by managers, custodial fees, odd-lot differentials,
transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage
accounts and securities transactions. Mutual funds and exchange traded funds (ETFs) also
charge internal management fees, which are disclosed in a fund’s prospectus. These fees
will generally include a management fee and other fund expenses. All fees paid to RAM for
investment advisory services are separate and distinct from the fees and expenses charged
by mutual funds and ETFs to their shareholders. The services provided by RAM are
designed, among other things, to assist the client in determining which mutual fund, ETF 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 the fees charged by RAM to
fully understand the total amount of fees to be paid by the client and to thereby evaluate
the advisory services being provided.

Such charges, fees and commissions are exclusive of and in addition to RAM’s fee, and the
Firm shall not receive any portion of these commissions, fees and costs.

Advisory Fees

Fees may be negotiable based on family relations or individual circumstances including
account size and the level and scope of the services requested. Employee and individual
accounts for immediate family members (such as husband, wife and dependent children)
are aggregated, and the fee is charged based on the total value of all family members’
accounts.

Investment Management Services:

The annual fee for Investment Management Services will be charged as a percentage of
assets under management, according to the schedule below:

            Assets Under Management                        Annual Fee (%)
               On the first $500,000                           1.00%
               On the next $500,000                            0.90%
               On the next $1 million                          0.70%
               On the next $1 million                          0.50%
               On the next $2 million                          0.40%
             On all amounts thereafter                         0.35%

Employee Benefit Retirement Plan Services:

The annual fee for plan services will be charged as a percentage of assets within the plan.

      Assets Under            Focus Partners              RAM’s                Total Fee
      Management             Advisor Solutions’         Annual Fee
                                Annual Fee
 On the first $1,000,000          0.20%                   0.70%                 0.90%
      On the next                 0.15%                   0.45%                 0.60%
       $4,000,000
      On the next                  0.08%                  0.25%                 0.33%
...

Item 7 – Types of Clients

RAM offers services to individuals (including high net worth individuals), pension and
profit-sharing plans, qualified retirement plans, trust, estates or charitable organizations or
business entities.