Riverview Capital Advisers LLC

Item 5: Fees and Compensation

(A)      Compensation and Fee Schedule

Generally, RCA is compensated for providing Investment Management Services based upon a
percentage of assets under management, a flat fee, or an hourly rate. Family Office and Business
Advisory Services are generally payable by flat fee, billed quarterly, or per project as negotiated
with the client based on time and cost of implementation.

          I.      INVESTMENT MANAGEMENT SERVICES COMPENSATION

        (a)      Percentage of Assets Based Compensation. Clients choosing Investment
Management Services will compensate RCA based on a percentage of the total value of their
portfolio including, but not limited to, accounts where RCA is the listed Adviser, including
accounts opened after the initial Advisory Agreement, annuities consisting of no-load funds for
which the RCA Adviser did not receive any commission upon purchase, 401(k) accounts, and
529 College Savings Plans as of the last business day of each calendar quarter. Generally,
compensation due to RCA for its Investment Management Services is calculated by multiplying
the portfolio value on the last business day of each calendar quarter, as adjusted, by one fourth

                      RIVERVIEW CAPITAL ADVISERS
(1/4) of the annual percentage set forth below. RCA management may, in its discretion, set a
minimum account size for clients seeking Investment Management Services. Multiple accounts
under the same client name, or accounts held by related persons may be billed in the aggregate, at
the client's option.

      (b)      Investment Management Fees Charged by RCA. The annual percentage fee due
to RCA for its Investment Management Services applicable to new clients is as follows:

                     Total Portfolio Value                        Percentage of Assets
                     Less than $5,000,000                                 1.00%
                  $5,000,000.01 to and above                            As Agreed

       (c)     No Percentages Greater Than Those Stated. Certain clients may pay to RCA
percentages of asset-based compensation that is less than that stated above, but in no instance are
percentages greater than those stated above.

         (d)    Fluctuations in Total Portfolio Value. Subsequent fluctuations in the total value
of a client's portfolio occasioned solely by market forces may result in adjustments to the annual
percentage rates set forth above for clients paying RCA asset-based compensation. Subsequent
increases in the total value of client's portfolio may entitle that client to lower the annual
percentage rate to be paid. Alternatively, decreases in a portfolio value occasioned solely by
market conditions will not automatically result in that client paying a higher percentage
occasioned by the above-stated ranges.

      (e)     Possible Availability of Lower Percentages. Client may be able to obtain
comparable services provided by and/or through others for lower percentages.

        (f)    Annuities. If a client selecting Investment Management Services described above
has annuity product(s) with no-load funds (and for which no commissions were incurred upon
purchase), the value of the applicable funds may be added to the client's portfolio upon which
the asset-based fee will be charged.

        (g)      Fee for Service. Clients who elect Investment Management and/or Advisory
Planning services as part of an Investment Management relationship may be billed per project in
addition to the Percentage of Assets Based Compensation. Wealth Management and Financial
Planning Services are described above and billed as agreed upon with the client in writing.

        (h)    Hourly Rate or Fixed Fee. As an alternative to the percentage of assets for
Investment Management Services, certain Investment Management Service clients, may elect to
compensate RCA for Investment Management Services via an hourly rate or fixed fee, or as
otherwise may be negotiated. No matter the form of compensation or amount of compensation
agreed upon, compensation is due and payable upon receipt of a bill from RCA or by a direct
withdrawal from a designated account(s).

                      RIVERVIEW CAPITAL ADVISERS
        (i)    Variations. Clients may negotiate fees different from those stated above, as
evidenced in writing signed by the client and RCA. The aggregate amount paid by clients may
vary, and clients (given the differences between and among clients, their needs and their distinct
objectives, and the possible varying complexities) may pay different rates and/or fees, which
may result in different clients receiving the same services but pay different rates and/or fees.

   II.    FAMILY OFFICE AND BUSINESS ADVISORY SERVICES COMPENSATION

         (a)     Fee for Service. Fees for Family Office Services and Business Advisory Services
are billed as a fixed fee, generally starting at $60,000 annually, billed quarterly. Fees are
negotiable and based on complexity and scope of the plan, as well as financial situation and
objectives.
          (b)     Payment / Date. Fixed fees are generally billed at the beginning of each
calendar quarter. For accounts that are terminated, a refund shall be provided to a client
according to the remaining non-billable days remaining. Fixed fees are generally withdrawn
directly from client accounts via the client’s custodian.

         (c).    Variations. Clients may negotiate fees different from those stated above, as
evidenced in writing signed by the client and RCA. The aggregate amount paid by clients may
vary, and clients (given the differences between and among clients, their needs and their distinct
objectives, and the possible varying complexities) may pay different rates and/or fees, which
mean different clients may receive the same services, but pay different rates and/or fees.

        (d)       Fixed Fee or Hourly Rate. In certain instances, Business Advisory Services
...

Item 7: Types of Clients
(A)    Types of Clients
       RCA may provide the above-described services to various types of clients, including
individuals, families, profit-sharing plans, charitable foundations, corporations and other
business entities, estates, and trusts.

(B)     Conditions for Managing Accounts
        All account applications are reviewed prior to acceptance. These decisions are generally
based upon factors, which may include, but are not limited to, a client's legal capacity,
reputation, account size, account contents, client needs and objectives, the adequacy of the fee
for the time involved in providing the services sought, the scope of the client expectations and
personality profile. Minimum account size is determined at the discretion of RCA and may be
amended from time to time.

(C)   Investment Advisory Agreement
      Clients selecting advisory services sign an Investment Advisory Agreement with RCA.
Such Agreement provides:

         A.        Termination. Client has the absolute right to terminate the Advisory Agreement
in its entirety, exercisable at client's sole option and without penalty or RCA charge, by notice to
RCA within five business days from the date of client's signing the Advisory Agreement.
Further, RCA or client may terminate that Agreement at any time by providing notice of such
election to the other party, and termination will become effective upon receipt of such written
notice. The Advisory Agreement will terminate automatically upon the receipt by RCA of legal
notice of the death of the client, together with notice of termination by legal representative of
deceased. Upon the effective date of termination, the Adviser shall cease to have any
responsibility or liability with respect to any client asset or account. All fees and expenses due to
the Adviser through the close of business on the effective date of termination shall be
immediately due and payable and the Adviser shall have the authority to debit any Account to
recover such amounts due. To the extent any advisory fees are prepaid and no advisory services
are rendered, such fees are refundable in full (or, as the case may be, in proportion to the amount
of unused services) upon Client's cancellation of the Advisory Agreement. Client is not entitled
to refunds of commissions and other like charges paid in connection with the execution of
securities transactions.

         B.      Dispute Resolution/Arbitration. To the fullest extent permitted by law, any
controversy arising out of or relating to client and its transactions with RCA and the Advisory
Agreement, or breach thereof, shall be settled by arbitration, in accordance with the rules then in
effect of the Financial Industry Regulatory Authority ("FINRA") or any successor or similar
arbitration organization authorized under the Agreement or applicable laws to hear the dispute.
Judgment upon any award rendered by the arbitrators is final and binding and may be entered in
any court having jurisdiction thereof.

                      RIVERVIEW CAPITAL ADVISERS
The agreement to arbitrate may not be deemed enforceable under federal and/or state securities
laws. To the extent the arbitration agreement is deemed enforceable, it shall not constitute a
waiver of any of client's rights, to the extent such rights are deemed unwaivable under federal
and/or state securities laws, including the right to choose the forum, whether arbitration or
adjudication, in which to seek resolution of disputes.