Adare Asset Management LLC

Fees and Compensation
   Description

       Adare charges fees based on the size or value of the account. The standard fee is
       1.00% on the value of the account. We negotiate fees based on a number of factors
       which include size of account, required meeting schedule and complexity of the
       investment strategy implemented.

   Payment of Selection of Other Advisers Fees

    Adare may direct clients to third-party investment advisers. Adare will be compensated
    via a fee share from the advisers to which it directs those clients. This relationship will
    be memorialized in each contract between Adare and each third-party adviser. The fees
    shared will not exceed any limit imposed by any regulatory agency. The notice of
    termination requirement and payment of fees for third-party investment advisers will
    depend on the specific third-party adviser selected.

 Total client fees will not exceed 3% of assets under management when a third-party
 investment adviser is used.

Subadviser Services Fees

     Adare may also act as a subadviser to unaffiliated third-party advisers. Adare would
     receive a share of the fees collected from the third-party adviser’s client. The fees
     charged will not exceed any limit imposed by any regulatory agency. This
     relationship will be memorialized in each contract between Adare and the third-party
     adviser.

Fee Billing

     Fees can either be deducted from client accounts or billed directly to the client.
     Clients may select either method. Clients are billed monthly or quarterly either in
     advance or arrears and advised in writing at the beginning of the relationship that they
     may terminate our services on any quarterly billing date. Clients may terminate an
     agreement in writing with 10 days’ notice. Should a relationship terminate during a
     quarterly period, clients may obtain a refund. The refund will be prorated based on
     the number of days the account was managed during the quarter in which the
     relationship was terminated.

Payment of Selection of Other Advisers Fees

     The timing, frequency, and method of paying fees for selection of third-party
     managers will depend on the specific third-party adviser selected and will be
     disclosed to the client prior to entering into a relationship with the third-party advisor.
     Fees for selection of Maguire Investments, LLC. are withdrawn directly from the
     client’s accounts with client’s written authorization or may be invoiced and billed
     directly to the client and clients may select the method in which they are billed. Fees
     are paid quarterly in advance.

Payment of Subadviser Fees

     Subadviser fees may be withdrawn from client’s accounts or clients may be invoiced
     for such fees, as disclosed in each contract between Adare and the applicable
     third-party adviser.

     We will obtain client written authorization and send the qualified custodian written
     notice of the amount of the fee to be deducted from the client account.
     There will also be an itemized invoice sent to the client including any formulae used
     to calculate the fee, the time period covered by the fee, and the amount of assets
     under management on which the fee was based. If a client is not given a copy of the
     firm brochure at least 48 hours prior to signing an agreement or contract, the client
     has five business days in which to cancel the contract, without penalty.

        In addition to Adare’s management fees, clients pay commissions or transaction fees
        to their broker or custodian, along with exchange fees. Certain accounts, such as trust
        accounts that require a corporate trustee, incur a custody fee, while standard
        brokerage account is typically free from custody fees. Mutual funds often charge
        multiple fees, including management fees and general expenses of the fund. This fee
        is charged on top of the Adare fee for services. For additional information, please
        see page 6 regarding brokerage practices.

        Adare and its supervised persons do not accept compensation for the sale of
        securities.

Types of Clients
    Description

        Adare provides investment advice to individuals, trusts, estates, charitable
        organizations, banks, and pension and profit sharing plans.

Methods of Analysis, Investment Strategies and Risk of Loss
    Methods of Analysis & Investment Strategies

        Adare uses multiple methods to analyze potential investments including fundamental,
        technical and cyclical or trend analysis.
        Our fundamental analysis relies heavily on the review of a potential investment’s
        financial statements. Adare focuses on earnings both from a nominal level and
        relative to previous periods. At that point, the firm relates perceived earnings power
        to the price of the stock in the marketplace. That price/earnings ratio plays a key role
        in determining whether a stock is trading above or below fair value. Dividend policy
        and book value also play a role in determining the correct price for a stock.

        Our technical analysis plays a relatively small role in determining whether to
        purchase or sell a stock. Rather, it is used as a timing indicator in order to avoid
        buying or selling at a weak point for any particular stock.

    Adare’s cyclical or trend analysis plays a key role in discovering companies that
    previously were undiscovered or have been left behind due to previous poor
    performance. The firm continuously analyzes the economy and looks for growing
    trends or cyclical changes that favor certain industries. This process produces a list of
    companies that potentially suit client portfolios, assuming they pass the fundamental
    test as well.

Risk of Loss

    All investment programs have certain risks that the investor will bear. Adare’s
    investment approach keeps the risk of loss in mind. Clients face the following
    investment risks:
        •   Interest-rate Risk: Fluctuations in interest rates may cause investment prices
            to fluctuate. For example, when interest rates rise, yields on existing bonds
            become less attractive, causing their market values to decline.
        •   Market Risk: The price of a security, bond, or mutual fund may drop in
            reaction to tangible and intangible events and conditions. This type of risk is
            caused by external factors independent of a security’s particular underlying
            circumstances. For example, political, economic and social conditions may
            trigger market events.
        •   Inflation Risk: When any type of inflation is present, a dollar today will not
            buy as much as a dollar next year, because purchasing power is eroding at the
            rate of inflation.
        •   Currency Risk: Overseas investments are subject to fluctuations in the value
            of the dollar against the currency of the investment’s originating country.
            This is also referred to as exchange rate risk.
        •   Reinvestment Risk: This is the risk that future proceeds from investments
            may have to be reinvested at a potentially lower rate of return (i.e. interest
            rate). This primarily relates to fixed income securities.
        •   Business Risk: These risks are associated with a particular industry or a
            particular company within an industry. For example, oil-drilling companies
            depend on finding oil and then refining it, a lengthy process, before they can
            generate a profit. They carry a higher risk of profitability than an electric
            company, which generates its income from a steady stream of customers who
            buy electricity no matter what the economic environment is like.
        •   Liquidity Risk: Liquidity is the ability to readily convert an investment into
            cash. Generally, assets are more liquid if many traders are interested in a
            standardized product. For example, Treasury Bills are highly liquid, while
            real estate properties are not.
        •   Financial Risk: Excessive borrowing to finance a business’ operations
            increases the risk of profitability, because the company must meet the terms of
            its obligations in good times and bad. During periods of financial stress, the

                inability to meet loan obligations may result in bankruptcy and/or a declining
                market value.