Chase Investment Counsel Corporation

FEES & COMPENSATION

Separately Managed Accounts

     Our separately managed account advisory fees for individuals are:

           1.00% on the first.................................................................... $1,000,000
           0.95% on the next.................................................................... $2,000,000
           0.80% on the next.................................................................... $2,000,000
           0.60% on the next................................................................... $5,000,000
           0.50% on the next................................................................. $40,000,000
           0.40% on the balance above $50,000,000.
           Subject to a $10,000 minimum annual fee (not to exceed 1.2% of assets under
     management)

     Our separately managed account advisory fees for Institutional Accounts are:

           0.70% on the first.................................................................... $5,000,000
           0.60% on the next.................................................................... $5,000,000
           0.50% on the next....................................................................$40,000,000
           0.40% on the balance above $50,000,000.
           Subject to a $10,000 minimum annual fee (not to exceed 1.2% of assets under
     management)

              Fixed Income Funds
              0.50% on the first.................................................................... $5,000,000
              0.40% on the next................................................................... $5,000,000
              0.35% on the next................................................................. $10,000,000
              0.25% on the balance.

Please note that our fees do not include any fees that may be charged by your custodian,
executing brokers or governmental agencies, for example:
                          Transaction Fees
                          Exchange Fees
                          SEC Fees
                          Custodial Fees
                          Wire Transfer Fees
                          Mutual Fund Administrative Fees
                          Deferred Sales Charges
                          Transfer Taxes
                          Electronic Fund Processing Fees

Financial planning services are included in the separately managed account advisory fees,
or may be billed separately at a flat rate if a client does not plan to use our investment
management service. We bill advisory fees on a quarterly basis (in arrears), based on the
market value of account assets on the last day of the billing period. For example, our fee
for the quarter from January 1st through March 31st would be calculated based upon your
account’s value on March 31st. You would receive the bill for this period in April. If you
were to make any significant deposits into or withdrawals from your account during a
quarter, your bill would be prorated to reflect them.

If you request, you can be billed in advance or on a non-quarterly basis. Should you
terminate your account, we will refund prepaid fees on a prorated basis if we are given
thirty (30) days notice of the termination. Fees billed in arrears are billed through the 30
day notice period.

We bill you directly unless we receive written notice that invoices are to be sent to your
custodian for payment. The custodian will send you account statements on a quarterly
basis, if not more frequently. We urge you to review these statements carefully and make
sure that all fee disbursements are recorded accurately.

Our fees for separately managed accounts may be negotiable based on the account size,
its complexity and/or the existence of related accounts. In some related client groups, we
may compute fees on a combined basis. Minimum fees or rates may be higher for non-
discretionary accounts and for accounts with assets valued below our current minimum.
Long-standing balanced accounts, where a client controls which stocks he or she wants to
buy, hold or sell, may be billed at our fixed income rate. Long-standing accounts may be
subject to previously established minimum fees and rates. We may temporarily waive the
minimum annual fee on long-standing accounts if the value of an account declined
substantially due to market conditions or in anticipation of substantial additions. Should
we choose to invest in our mutual fund for your separately managed account, we would
waive our separate account investment management fee on that portion of your portfolio
invested in the mutual fund.

If a client decides to invest in a program presented to the client through our consulting
services, Chase Investment Counsel shall earn a consulting fee calculated at the rate of
3% of a client’s initial purchase and all follow-on additions that increase the client’s
aggregate capital commitment in that investment. The fee shall become due and payable

     on the date the client’s initial purchase and each follow-on addition is accepted by the
     program sponsor and/or its selling agent (as applicable). Chase Investment Counsel does
     not accept any compensation from the program sponsor and/or selling agents for its
     introduction of the investment to or the making of an investment by the client. This 3%
     consulting rate is higher than the average annual investment advisory fee though we
     believe it to be appropriate for a one-time consulting fee.

     We do not employ anyone that receives (either directly or indirectly) any compensation
     from the sale of securities or investments that are purchased or sold for your account or to
     which we provide consulting services. As a result, we are a “fee only” investment
     adviser.

     Please refer to BROKERAGE PRACTICES below for additional information regarding
     brokerage fees and services.

Chase Growth Fund
...

TYPES OF CLIENTS

     We provide investment advisory services to a variety of clients including:
                  Individuals
                  Partnerships
                  Trusts, estates and charitable organizations
                  Corporations or other business entities
                  Taft-Hartley plans
                  Governmental plans
                  Municipalities
                  Not-for-profit entities

     Separately managed accounts are subject to a $10,000 minimum annual fee (not to
     exceed 1.2% of Assets Under Management). The minimum annual fee may be waived
     for clients with multiple or related accounts or clients who expect to make additions to
     their account within the next 12 months.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF
LOSS