Thoma Capital Management LLC

Item 5 Fees and Compensation
Description
Our fee covers investment management, financial planning, and integrated tax strategies. All fees, including the
minimum annual fee, are negotiable.

Investment Advisory Services
The fees for Investment Advisory Services are structured as a percentage of assets under management.

The annual Investment Advisory Services Agreement fee is based on a percentage of the investable assets
according to the following schedule:

                  Total Market Value of Assets Under Management                  Annual Fee %
                  First $500,000                                                 1.50%
                  Next $500,000                                                  1.25%
                  $1,000,000 - $3,000,000                                        1.00%
                  $3,000,000 - $5,000,000                                        0.75%
                  $5,000,000 +                                                   0.50%
                  Fixed income portfolios                                        0.70%

Current client relationships may exist where the fees are higher or lower than the fee schedule above. The
minimum annual fee for Investment Advisory Services is $5,000/year.

Although the Investment Advisory Service Agreement is an ongoing agreement and constant adjustments are
required, the length of service to the client is at the client's discretion. The client or the investment manager may
terminate an Agreement by written notice to the other party. Investment Advisory Service Agreement fees
charged on a percentage of assets are payable quarterly in advance of services rendered based upon the most
recent quarter end market value of assets under management, as determined by the independent custodian or
broker dealer. The first quarter fee shall be prorated from the date of the signing of the agreement to the end of
the first managed quarter. These fees may be automatically deducted from the client's account every quarter, if
the client so chooses this payment option.

Investment Advisory Service Agreement may be terminated by client upon written notice within five (5) business
days from the date the Agreement with Chesapeake Financial Advisors is signed, and all fees will be refunded.
Thereafter, either Chesapeake Financial Advisors or client may terminate the Agreement upon written notice to
the other, and a prorated portion of fees pre-paid but unearned for the current quarter will be refunded based on
the number of days in the quarter for which you were a client. Clients are responsible to pay for services rendered
up to and including the date in which notice of termination is received by Chesapeake Financial Advisors.

Fee Billing
Clients may choose to have fees deducted quarterly from a designated brokerage account at their qualified
custodian to facilitate billing, or to be invoiced directly for payment. The client must consent in advance to direct
debiting of their investment account for financial planning fees.

Investment advisory services fees are billed quarterly, in advance, meaning that we invoice you before the three-
month billing period has begun. Payment in full is expected upon invoice presentation. Fees are usually deducted
from a designated client account to facilitate billing. The client must consent in advance to direct debiting of their
investment account. We will direct debit the investment account no sooner than seven days from the date of the
invoice.

Other Fees
Custodians may charge transaction fees on purchases or sales of certain mutual funds, stocks, bonds and
exchange-traded funds. These transaction charges are usually relatively 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.

Mutual funds generally charge a management fee for their services as 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
0.50% for their services. Mutual fund fees also include transaction charges for the purchase or sale of securities
within the fund and may charge other fees as disclosed in the fund prospectus. These fees are in addition to the
fees paid by you to Chesapeake Financial Advisors.

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

Past Due Accounts and Termination of Agreement
Chesapeake Financial Advisors reserves the right to stop work on any account that is more than 60 days overdue.
In addition, Chesapeake Financial Advisors reserves the right to terminate any financial planning engagement
where a client has willfully concealed or has refused to provide pertinent information about financial situations
when necessary and appropriate, in Chesapeake Financial Advisors' judgment, to providing proper financial
advice. Any unused portion of fees collected in advance will be refunded within 60 days.

Item 7 Types of Clients
Description
Chesapeake Financial Advisors generally provides investment advice to individuals, families and their related
entities, pension and profit-sharing plans, trusts, estates, charitable organizations and family businesses. Client
relationships vary in scope and length of service. Chesapeake Financial Advisors does not impose a minimum
dollar value of assets or other condition for opening or maintaining an account.