Whalerock Point Partners LLC

Item 5:         Fees and Compensation
WhaleRock’s Management Fees for Services Other Than Retirement Plan Services

Unless otherwise agreed, the firm's advisory fees are based on a percentage of the value of the assets under
the firm's investment management. WhaleRock charges fees monthly, in arrears. This means fees are charged
and collected after investment management services are provided.

Most clients are charged a flat annual rate of up to approximately 1.1%. The firm sets the rate after
consideration of the size of the account (larger accounts are charged lower rates), the type of assets to be
managed, the firm's estimate of the complexity and time requirements of the engagement, and other factors.
Some clients or are charged on a tiered fee schedule, which is generally as follows:

               First $1,000,000 of market value                1.10%
               Next $2,000,000 of market value                 0.90%
               Next $2,000,000 of market value                 0.75%
               Accounts in excess of $5,000,000                0.60%

WhaleRock calculates its fees based on the accounts’ values on the last day of the month so clients can easily
evaluate the fees assessed in their account(s).

For each account, the methods used to value the account and the fee rate or schedule are stated in the fee
agreement.

WhaleRock generally requires that clients authorize the firm to instruct the client's custodian to deduct fees
from clients' assets. Clients may choose to have the management fees incurred by one or more of their
accounts assessed to another of their accounts managed by WhaleRock. A transaction clearly describing the
deduction as an investment management fee appears on the account statement that clients receive from the
custodian. WhaleRock has agreed to invoice certain clients for fees incurred.
Where the investment management agreement is initiated or terminated mid-month, WhaleRock will assess
the fees for that partial period on a pro rata basis.

Retirement Plan Services Fees

The firm's fee for retirement plan services is based on the plan's total assets (as calculated by the plan's record
keeper or custodian). These fees, which are negotiable, generally range from 0.25% to 0.75% per year. The
fee for each plan is specified in the 3(38) Agreement. Fees are charged quarterly, in arrears, unless another
method is specifically agreed to in writing. If the 3(38) Agreement is established or terminated during a billing
period, the Fees are assessed for the partial period on a pro rata basis.

These asset-based fees are automatically calculated by the plan’s record keeper or custodian and deducted
from the plan and paid to us as authorized by Sponsor in the Consulting Agreement, unless otherwise specified
in writing.

Sponsors receiving Retirement Plan Investment Fiduciary Services may pay more or less than sponsors might
otherwise pay if purchasing similar services through another service provider. There are several factors that

determine whether the costs would be more or less, including, but not limited to, the size of the plan and the
frequency of the services.

All fees we receive for Retirement Plan Investment Fiduciary Services are separate and distinct from the fees
and expenses charged by mutual funds, variable annuities, and exchange traded funds to their shareholders.
These fees and expenses are described in each investment’s prospectus. These fees will generally include a
management fee, other expenses, and possible distribution fees. If the investment also imposes sales charges,
the plan or its participants may pay an initial or deferred sales charge.

Other Fees And Expenses Clients Will Pay

In addition to our investment advisory fees, the client will pay all direct expenses incurred for the client or
disbursements made on behalf of the client, including custodian’s charges, commissions, transaction fees,
asset-based custody fees, and all other fees described in the custodial agreement. Clients will also incur
charges imposed by other third-parties in connection with certain investments, including mutual fund fees,
confirmation fees, surcharges, fees charged by sub-account managers or sub-advisers, contingent deferred
sales charges on previously purchased mutual funds, clearing, custody and other transaction charges and
service fees, and IRA and Qualified Retirement Plan fees.

Additional third-party fees can also include fees associated with the type of transaction (exchange versus
purchase), method of placing the transaction (electronic vs. over the phone), and paper confirmation fees.

All mutual funds, including “no load” funds and exchange traded funds, incur transaction costs, expenses,
and other fees. Mutual funds typically charge ongoing fees and operating costs, including operating
expenses, management fees, 12b-1 / servicing fees, and other expenses. These charges are deducted from
the fund’s assets, thereby reducing the shareholders’ investment returns. Many mutual funds pay a portion
of the marketing and distribution fees to broker-dealers, which in turn pay a portion of these fees to their
representatives. Information about the fund’s fees and expenses is contained in the fund Prospectus or in
other documents such as the fund’s Statement of Additional Information. Investors should request and read
the fund’s Prospectus before making an investment decision.

Plan Sponsors should review the fees charged by the funds, the fund manager, and the plan’s other service
providers, as well as our fees, so that they fully understand the total amount of fees to be paid by the plan.

When purchasing mutual funds, choosing a share class is an important investment decision. Different share
classes are charged different types and amounts of fees. Certain share classes can also be subject to restrictions
on redemptions, or to “back end” charges that are assessed if the investor redeems his or her investment within
...

Item 7:         Types of Clients

WhaleRock provides investment advisory services to individuals, high net worth individuals, trusts, estates,
family limited partnerships, charitable organizations, corporations and other legal entities, and pension and
profit sharing plans.

Return to Contents