Cambridge Financial Group Inc

Fees and Compensation.

        Accounts are managed on a discretionary basis according to the models that pertain
to the style selected by the client. Fees for managed accounts are payable in advance, based
upon assets under management, and are either billed quarterly at one-fourth of the
applicable rate, or billed quarterly based on the number of days per quarter. In the event
that a relationship is terminated, fees will be refunded to the client on a pro-rata basis for the
period remaining between termination and the end of the billing period.

           •   Equity Management. 1.00% of the first $1 million, 0.75% of the next $4
               million, and 0.50% of the remainder.

           •   Fixed-Income Management. 1.4% of the first $10 million and 1.30% of the
               remainder.

           •   Balanced Management. Applicable fee schedule is determined by the policy
               blend, as selected by the client.

        The client authorizes Cambridge Financial Group, Inc. to bill the custodian the fees
described above and the client authorizes or will authorize the custodian to pay Cambridge
directly. The client agrees that the custodian will send, at least quarterly, a statement
indicating all amounts disbursed from the client’s account, including the amount of fees
paid directly to Cambridge.

        All fees will be invoiced and paid as directed in the agreed upon fee schedule. For
clients individually billed by Cambridge, a copy of each quarterly invoice will be sent to the
client by first class mail not less than ten (10) days prior to the proposed date of withdrawal,
include the exact amount of the proposed withdrawal, and the specific manner or basis on
which the fee has been calculated. The notice shall advise the client of the opportunity to
object to the invoiced amount and the manner in which the objection shall be made. In
addition, if applicable, the custodian of each account shall receive a statement of the exact
amount of proposed withdrawals. The management fee will be deducted by the custodian
on a quarterly basis and paid to Cambridge Financial Group, Inc., unless otherwise noted in
the agreement between the client and Cambridge Financial Group, Inc.

        Some custodians of broker/dealers for the accounts of clients of Cambridge
Financial Group, Inc. may charge maintenance or transaction fees that are separate from
the advisory fees charged by Cambridge for its advisory services. The custodian of the
client’s account may provide confirmations with each transaction and statements either
monthly or quarterly. Any transfer fees, transaction fees, redemption fees, wiring fees, etc.
charged against an account are separate from the Cambridge management fee, and will be
deducted from the account by the custodian.

        All income Cambridge Financial Group, Inc. receives is based on the fee schedule
listed above. Cambridge Financial Group, Inc. receives no additional fees or commissions
for buying or selling on behalf of clients.

Types of Clients

        Cambridge Financial Group, Inc. clients are individuals, pension and profit sharing
plans, trusts, estates, charitable organizations, corporations and other business entities. The
minimum account size is $100,000. There is currently no maximum account size.

Methods of Analysis, Investment Strategies and Risk of Loss.

       •      The Core Equity Investment Strategy.

       The Core Equity investment process utilizes quantitative disciplines developed by
       Greg Bauer. The CFG Core Equity portfolio consists of 30 stocks, 20 of which are
       selected on price momentum; the remaining 10 are selected based on relative value.
       Momentum positions are evaluated monthly and value positions are evaluated
       annually. Ten of the momentum stocks are selected from the S&P 500. This is
       referred to as the S&P 500 Momentum portion of the portfolio. The remaining 10
       momentum stocks and the value stocks are selected from the Cambridge Financial
       Group Index (CFGI), which is a subset of the S&P 500. The value portion of the
       portfolio is also selected from the CFGI.

       The process Cambridge utilizes identifies emerging market leaders and provides a
       mechanism to select those stocks exhibiting superior relative performance versus the
       index. Concurrently, the value component of the portfolios provides a safety net for
       those periods of time in a market cycle when momentum is trending downward,
       providing dual complementary styles under one umbrella.

       Evaluation of the portfolio is done in the first week of each month. At that time all
       20 of the momentum stocks are ranked based on price momentum. If a stock
       currently owned in the S&P Momentum portion of the portfolio falls below the
       halfway point of the universe, 250 or below, it is sold and replaced by the highest
       ranked stock not currently owned. The same monthly ranking criteria apply to the
       CFGI Momentum portion of the portfolio. The value portion of the portfolio is
       ranked annually during the January rebalancing period. The stocks in the CFGI
       showing dividend and earnings growth are ranked based on very standard measures
       of valuation such as price-to-earnings, price-to-book, price-to-sales, and price-to-cash
       flow. A composite of these rankings is taken and if a current holding falls out of the
       top 10, it is sold and replaced by the highest-ranking stock not currently held.

       During the monthly evaluation at the beginning of each calendar quarter, the size of
       each position is compared to the entire portfolio. Those that have experienced a
       significant increase in market value have part of the position sold to bring it back in
       balance with the rest of the positions. More shares are purchased for those positions

that have experienced a significant decrease in market value, as long as they are still
favorably ranked, to bring them in balance relative to the entire portfolio.

The constituents of the S&P 500 Index comprise the stock selection universe.

•      The Aggressive Equity Investment Strategy.

The Aggressive Equity Investment Strategy includes the ten S&P 500 Momentum
stocks from the CFG Core Equity.

•      The Balanced Equity Investment Strategy.

The Balanced Equity Investment Strategy includes the same 30 stocks as the Core
Portfolio, along with fixed-income securities. The fixed income portion of the
portfolio also incorporates our momentum and value based investment style. On a
momentum basis, when interest rates are trending higher we purchase shorter-term
instruments. When rates are declining, longer-term maturities are favored. On the
value side, when interest rate spreads are narrow, shorter-term maturities are
favored, and when the spreads are wide, we favor longer maturities.

A technical composite comprised of 10 equally weighted indicators is utilized to
assess favorable and unfavorable market environments. These indicators represent
four complementary areas: Momentum, breadth, valuation and interest rate
conditions. If 6 of 10 are positive, full investment is indicated. Conversely, if 6 of 10
are graded as negative, an unfavorable market environment is indicated. In this case,
all S&P Momentum stocks are sold with proceeds held in cash-equivalent funds. The
technical composite is evaluated on a monthly basis.

•   Sector Tilt ETF Portfolio

    Each month, the eleven sectors that make up the S&P 500 Index are ranked
    based on short and intermediate-term price momentum. Client’s assets are
    invested in the top five ranked sectors using their corresponding tracking ETF. If
    a sector is no longer favorably ranked, it is sold and replaced by the highest
    ranked sector not already held. Each position is equally weighted.

•      Risk of Loss

All investment programs have certain risks that are borne by the investor. Our
investment approach constantly keeps the risk of loss in mind. Investors 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: Companies typically have substantial foreign investments which are
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