Veraz Advisors LLC

Item 5          Fees and Compensation
Veraz believes that its fees are reasonable in relation to the services it provides and the fees charged by
other investment advisers offering similar services. However, Veraz's fees may be higher than that charged
by other investment advisers offering similar services.

Assets Under Management Fee
We charge an annual fee (“Advisory Fee”) based on the amount of assets we are managing (Assets Under
Management, or AUM) or advising on for you (Assets Under Advisement, or AUA). (“Advisory Fee”).

The maximum Advisory Fee that can be charged to you is 2.99%. This fee is negotiable. As a result,
similarly situated clients could pay different fees and the services to be provided by Veraz to any particular
client could be available from other advisers at lower fees.

The Advisory Fee charged to you is based upon various factors including but not limited to: the amount of
assets to be managed and/or advised; portfolio composition; the scope and complexity of the
engagement; the anticipated number of meetings and servicing needs; related accounts; future earning
capacity; anticipated future additional assets; the professional(s) rendering the service(s); prior
relationships with Veraz and/or its representatives.

The Advisors Fee charged is agreed to in an Advisory Agreement signed between both Parties. The
Advisory Fee is prorated and paid quarterly in advance, calculated based upon the market value of the assets
on the last day of the preceding quarter.

Client may terminate our services within five (5) days of the date of acceptance without fee or penalty.
Thereafter Client will incur a pro rata charge for bona fide services actually rendered prior to such
termination. After the five-day period, either party may terminate the Agreement by providing thirty (30)
days advance written notice to the other party. Upon termination, any Advisory Fees will be pro-rated to the
date of termination and any earned unpaid fees will be due to Client.

Veraz may also utilize the services of a sub-adviser to manage clients’ investment portfolios. Veraz will
enter into sub-advisor agreements with other registered investment advisor firms. When using
sub-advisors, you will not pay additional fees. The sub-advisory fees paid by Veraz will vary depending
upon the strategy utilized, but shall not exceed 2.99% and any fees paid to sub-advisor are included in the

     Advisory Fee charged by Veraz in accordance with the description above and the maximum fee that client
     will be charged will not exceed 2.99%.

     Veraz shall deduct fees quarterly in advance directly from the custodial account, based upon the market
     value of the assets on the last business day of the previous quarter.

     Advisory Fee is deducted directly from the client's custodial account(s) . Clients may elect to be invoiced
     for their Advisory Fee. In the limited event that Veraz bills the client directly, payment is due upon receipt
     of Veraz's invoice.

     Unless the client directs otherwise or an individual client’s circumstances require, Veraz shall generally
     recommend Charles Shwab & Co., Inc. Member serve as the broker-dealer/custodian for client investment
     management assets. Broker-dealers may charge brokerage commissions and/or transaction fees for effecting
     certain securities transactions (i.e. transaction fees are charged for certain no-load mutual funds,
     commissions are charged for fixed income securities transactions). In addition to Veraz's Advisory Fee,
     brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and
     exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund
     expenses).

     Other than the commissions from insurance as discussed above in item 4, neither Veraz, nor its
     representatives, accepts compensation from the sale of securities or other investment products.

     Third Party Money Managers
     Veraz will be compensated for the referral of Third Party Managers and receives a portion of the fee the
     client pays to the Third Party Managers. The Referral fee shall not exceed our maximum Advisory Fee and
     shall be disclosed to the Client at the time the recommendation is made pursuant to a Written Disclosure
     Form.

     Financial Planning and Consulting Services
     Veraz's planning and consulting fees are negotiable and may be complementary at Veraz's discretion, but
     generally range from $1,000 to $50,000 when charged on a fixed fee basis or up to $750 per hour when
     charged on an hourly rate basis, depending upon the level and scope of the service(s) required and the
     professional(s) rendering the service(s) . While Veraz must endeavor at all times act in the client’s best
     interest as part of Veraz's fiduciary duty, clients should be aware that a material conflict of interest exists
     as this presents a conflict of interest, which Veraz addresses in accordance with its fiduciary duty. Client is
     under no obligation to act upon Veraz’s recommendations. The client always retains absolute
     discretion over all such implementation decisions and always has the right whether to accept or reject any
     recommendation made by Veraz or its representatives or any affiliated entities. If client elects to act on any
     recommendations made by Veraz or its representatives or any affiliated entities, client is under no
     obligation to effect the transaction through Veraz and may choose to effect the transaction through
     another investment adviser.

     Educational Seminars

While certain Educational Seminars may be complimentary at Veraz's discretion, generally Educational
Seminars attendees may be assessed a fee ranging from $40 to $100. The workshop fee will be announced
in advance and will be determined by the length of the event, the number and expertise of the presenters
...

Item 7           Types of Clients

Veraz's clients shall generally include individuals and business entities. Veraz does not generally require a
minimum asset level for investment services. Veraz, in its sole discretion, may charge a lesser investment
management fee and/or reduce and/or waive its minimum asset level requirement based upon certain criteria
(i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, negotiations with client, etc.).