Brooks Wayne I

Item 5 Fees and Compensation
Asset Management Services
Compensation for advisory services is based on a percentage of the assets under management and is
set forth in the following annual fee schedule:

      Assets Under Management              Total Advisory Fee Annualized
      $25,000 - $1,000,000                 1.10%

      $1,000,001 - $3,000,000               1.00%
      Over $3,000,000                       0.85%

All fees are subject to negotiation and will never exceed the above referenced fee schedule. Our
annual asset management fee is billed and payable, quarterly in advance, based on the balance at end
of billing period.

If the asset management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client. Our advisory fee is
negotiable, depending on individual client circumstances.

At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values may increase the asset total, which may result in your paying a reduced advisory fee
based on the available breakpoints in our fee schedule stated above.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when you have given our firm written authorization
permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an
account statement to you at least quarterly. These account statements will show all disbursements
from your account. You should review all statements for accuracy.

You may terminate the portfolio management agreement upon written notice. You will incur a pro rata
charge for services rendered prior to the termination of the portfolio management agreement, which
means you will incur advisory fees only in proportion to the number of days in the quarter for which you
are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated
refund of those fees.

Financial Planning and Consulting Services
Our compensation terms will typically be proposed as a fixed fee that is based on our hourly rate of
$125 per hour. An estimate of the total time (hours) and cost to complete the project will be determined
at the start of the advisory relationship and set forth in the advisory agreement or engagement letter. In
limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will
notify you and request that you approve the additional fee.

The first half of the estimated fee is due in advance of services rendered with the remaining balance
payable upon completion of the contracted services. The fee is generally negotiable depending upon
the complexity and scope of the plan, your financial situation, and your objectives.

We will not require prepayment of a fee excess of $1,200 and more than six months in advance of
rendering services. At our discretion, we may offset our financial planning fees to the extent you
choose to implement the financial plan through our Asset Management Service.

Termination
You may terminate our advisory agreement upon written notice. You will incur a pro rata charge for
services rendered prior to the termination of the advisory agreement, which means you will incur
advisory fees only in proportion to the number of days in the quarter or period for which you are a
client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated
refund of those fees.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. Generally, we recommend no-load funds, Class A shares at
NAV, or specialized "fee-based" account shares. The fees that you pay to our firm for investment
advisory services are separate and distinct from the fees and expenses charged by mutual funds or
exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will
generally include a management fee and other fund expenses. You will also incur transaction charges
and/or brokerage fees when purchasing or selling securities. These charges and fees are typically
imposed by the broker-dealer or custodian through whom your account transactions are executed. We
do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or
custodian. To fully understand the total cost you will incur, you should review all the fees charged by
mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices,
refer to the Brokerage Practices section of this brochure.

Compensation for the Sale of Securities or Other Investment Products
Wayne Brooks is a registered principal and registered representative with Leigh Baldwin & Co., LLC, a
securities broker-dealer, and a member of the Financial Industry Regulatory Authority and the
Securities Investor Protection Corporation. In this capacity, he can receive commission-based
compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale
of investment company products. Compensation earned by Mr. Brooks in his capacity as a registered
representative is separate and apart from our advisory fees.

Similarly, Mr. Brooks is also licensed as an independent insurance agent and can earn commission-
based compensation for selling insurance products, including insurance products they sell to you.

These arrangements present a conflict of interest because Mr. Brooks has a financial incentive to
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Item 7 Types of Clients
One Hopper Asset Management offers asset management services to individuals, businesses, high
net worth individuals, corporate pension and profit-sharing plans, Taft-Hartley plans, charitable
institutions, foundations, endowments and municipalities.

We generally impose a minimum account size of $25,000 to open and maintain an advisory account.
At our discretion, we may waive or lower this minimum account. We may also combine account values
for you and your minor children, joint accounts with your spouse, and other types of related accounts to

meet the stated minimum. However, please note that in the event withdrawals are made that
reduce the value of your account significantly below this threshold, it may impact our ability to
effectively manage you account.

Accordingly, in certain circumstances, it may be necessary to terminate the management agreement
where we can no longer manage the account as originally agreed. Further, while we try to
accommodate a wide range of custodians, we may be unable to manage an account not held at one of
our suggested/recommended custodians.