RPM Capital Management LLC

Item 5: Fees and Compensation

A. Fees Charged

All investment management clients will be required to execute an Investment Management Agreement that will
describe the type of management services to be provided and the fees, among other items.

The fee range stated below is a guide. Fees may be higher or lower than this range, based on the nature of the account.
Lower fees for comparable services may be available from other sources. Factors affecting fee percentages include
the size of the account, complexity of asset structures, length of time the client has been with the firm, and other
factors. This annual fee will generally be based on the calculation shown below.

                                    Total Assets Under                         Annual
                                    Management                                  Fee
                                    Up to $10,000,000                          1.00%
                                    Above $10,000,001                           0.90%

B. Fee Payment

Investment advisory fees will, at the client’s option, either be debited directly from each client’s account, or paid by the
client upon receipt of an invoice from RPM. The advisory fee is due quarterly, in arrears, and the value used for the
fee calculation is the last market day of the previous quarter, including cash.

Clients whose fees are directly debited will provide written authorization to debit advisory fees from their accounts
held by a qualified custodian chosen by the client. The client receives a statement from their account custodian
showing all transactions in their account, including the fee.

C. Other Fees

There are a number of other fees that can be associated with holding and investing in securities, and some fees that
are specific to the type of investments in which RPM Capital Management specializes.

   i.   Transaction Fees

        You will be responsible for fees including transaction fees or commissions for the purchase or sale of a stock
        or bond. RPM does not recommend mutual funds as investments, but if a mutual fund is transferred into an
        account RPM manages, such funds do carry expenses such as management fees and trading expenses.
        Expenses of a mutual fund will not be included in management fees, as they are deducted from the value of
        the shares by the mutual fund manager. For complete discussion of expenses related to each mutual fund, you
        should read a copy of the prospectus issued by that fund. RPM Capital Management can provide or direct you
        to a copy of the prospectus for any fund that we recommend to you.

        Please make sure to read Section 12 of this informational brochure, where we discuss broker-dealer and
        custodial issues.

  ii.   Diligence Fees

        Part of RPM Capital Management’s investment approach involves investment origination, negotiation, and
        due diligence related to the offering of tax-free municipal bonds. Typically, when such a bond is offered, the
        due diligence related to that offering is performed by bond counsel, underwriter personnel and legal counsel,
        and RPM personnel and RPM legal counsel. The expenses of these activities would then be listed as a line

        item on the bond offering’s Source and Use of Funds Statement (in other words, any due diligence fees charged
        by RPM Capital Management would be paid as an expense of the bond offering, paid from the total proceeds
        of the bond issue).

In certain instances where RPM Capital Management performs extensive due diligence in-house and concurrently
with bond counsel and underwriter personnel and legal counsel, RPM Capital Management will be compensated for its
work on the potential new bond issue. The due diligence fee will only be payable in bond offerings in which RPM
Capital Management has acted as part of the origination team of the bond issue and not for secondary offerings. The
diligence fee will be incorporated into the bond price. This fee is in addition to, and will not cause an offset of, any
client’s investment management fee. The receipt of these fees may give rise to a conflict of interest, as the potential
receipt of a fee may incentivize RPM Capital Management to close a bond transaction that RPM Capital Management
would otherwise not close. This potential conflict is disclosed to clients verbally and in this brochure. RPM Capital
Management attempts to mitigate this potential conflict by requiring that all investment recommendations have a
sound basis for the recommendation, standards for determining the advisability of closing a bond transaction, and by
requiring employees to acknowledge their fiduciary responsibility toward each client.

D. Pro-rata Fees

If you become a client during a quarter, you will pay a management fee for the number of days remaining in that quarter.
You may terminate the asset management agreement by providing written notice to RPM Capital Management. If you
terminate our relationship during a quarter, you will be refunded the portion of any prepaid management fee for the
remainder of the quarter (though this is unlikely given RPM’s policy of billing in arrears). Once your notice of
termination is received, we will charge the fee through the date of transfer of your assets. For example, if you terminate
your agreement and there are 30 days left in that quarter, two-thirds of the management fee will be due and payable to
RPM Capital Management. RPM Capital Management will cease to perform services, including processing trades and
distributions, upon termination. Assets not transferred from terminated accounts within 30 (thirty) days of termination
may be “de-linked”, meaning they will no longer be visible to RPM Capital Management and will become a retail
account with the custodian.

E. Compensation for the Sale of Securities.
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Item 7: Types of Clients

RPM Capital Management manages assets through two investment strategies which are more fully described in Item
8. These asset management services are available to accredited investors, as such term is defined in Rule 501 of
Regulation D. Clients may be individuals, foundations, endowments, and pension plans. RPM Capital Management
requires each client seeking investment management services to place at least $500,000 with us. The principals may
waive this account minimum under certain circumstances, in our discretion.