Cincinnati Asset Management Inc

Fees and Compensation
      Description
      Our fees are based on a percentage of assets under management.
      Occasionally, we may enter into an agreement to analyze a prospective Asset
      Management client’s existing portfolio. We charge the client for the service
      based on the complexity of the work involved.
      Fees are negotiable depending on the size of the account under
      management. CAM receives a portion of the fees charged by a Wrap
      Program Sponsor. When CAM is a “sub-advisor” in those accounts (known
      as a Single Contract account), fees are negotiated with the sponsor for all its
      clients and are based on the particular Strategy being managed.
      Fees charged on accounts that may be in a Sponsor’s Wrap Program but with
      which we maintain a direct relationship with the client (known as a Dual
      Contract account), and fees for non-Wrap accounts are generally as follows
      (based on the market value of managed assets):
      Strategy                                 Account Size                    Fee
      High Yield Corporate Bond
                                      $100,000 to $1,000,000                   .45%
                                      Over $1,000,000 to $5,000,000            .40%

      High Yield Enhanced
                                      $500,000 to $1,000,000                   .60%
                                      Over $1,000,000 to $5,000,000            .55%
                                      Over $5,000,000 to $10,000,000           .50%

      Investment Grade Corporate Bond
                                      $100,000 to $1,000,000                    .30%
                                      Over $1,000,000 to $10,000,000           .275%
                                      Over $10,000,000 to $25,000,000          .20%

      Broad Market Corporate Bond
      (consists of 1/3 High Yield Strategy     $300,000 to $500,000            .45%
      and 2/3 Investment Grade Strategy) $500,000 to $1,000,000                .45%
                                               $1,000,000 to $5,000,000        .40%
                                               Over $5,000,000 to $10,000,000 .35%

                          Cincinnati Asset Management, Inc.

Short Duration Strategy
(consists of bonds rated Aaa             $250,000 to $500,000             .30%
to B3 with a target average credit          Over $500,000 to $1,000,000   .30%
rating of Baa and a target                  Over $1,000,000 to $5,000,000 .27%
duration of 3. Up to 50% of the bonds Over $5,000,000 to $10,000,000 .24%
in the Strategy may be rated below
investment grade)
Short Duration High Yield Only
                                          $250,000 to $1,000,000          .40%
                                          Next $4,000,000                 .375%
                                          Next $5,000,000                 .35%
Short Duration Investment Grade
                                          $100,000 to $1,000,000          .25%
                                          Next $9,000,000                 .20%

Short Duration Investment Grade           $200,000 to $1,000,000          .25%
Industrial Only                           Next $9,000,000                 .20%

The minimum size may be waived for all Strategies in certain circumstances.
Combined Strategy This Strategy consists of a blend of investment grade
and high yield bonds The blend of investments may be changed annually by
the client. There is a required minimum of $100,000 in each of the Investment
Grade and High Yield Strategies. The minimum may be waived in certain
circumstances. Fees are calculated based on the above schedule for the
weighted investment blend selected.
Fees on accounts over $10,000,000 are negotiated.
Fees for investment advisory services may be reduced depending upon the
aggregate market value of the client’s prospective investments originating or
expected to originate from a client’s broker or financial consultant. Clients
should recognize that their broker or financial consultant may in these
circumstances charge a higher fee for their services in light of CAM’s reduced
fee.

Fee Billing
Investment management fees are generally payable quarterly in arrears on
high yield, enhanced high yield, broad market, short duration, short duration
investment grade only, short duration investment grade industrial only and

                    Cincinnati Asset Management, Inc.

combined strategies and semi-annually in arrears on the investment grade
strategy. CAM may impose minimum annual fees of up to $1,000 depending
on the type of account, and CAM may require a minimum account size.
Where CAM is responsible for calculating advisory fees cash positions shall
be included as part of assets under management.
Wrap Program Sponsors calculate and pay CAM quarterly (or monthly as is
the case with some sponsors) based on the established fee schedule for the
various programs. These payments are calculated by the Wrap Program
sponsors and are made either in arrears or in advance depending on the
program.
Custodians (other than Wrap Program sponsors) may charge the clients’
accounts and pay CAM directly only if the clients have consented in advance
to the direct payment from their investment account.
Where a client has selected a custodian broker-dealer that is not a Wrap
Program Sponsor in which CAM is an approved manager, such custodian
may impose a transaction fee on each purchase or sale of securities when
that transaction is not executed by that broker-dealer. Such fees are
associated with the administrative costs incurred by the custodian and are
separate from the investment advisory fees charged by CAM.
Purchases and sales of securities by and from a client’s account are generally
not subject to mark ups or mark downs, brokerage or commissions except as
described in the section below titled “Brokerage Practices” .
...

Types of Clients
      Description
      We generally provide investment advice in the form of portfolio management
      service to individuals, pension and profit sharing plans, trusts, estates,
      charitable organizations, small businesses, insurance companies, and mutual
      funds.
      Client relationships vary in scope and length of service.

      Account Minimums
      The minimum account size is $100,000 for the Investment Grade, Short
      Duration Investment Grade, and High Yield Strategies; $300,000 for the
      Broad Market Strategy; $250,000 for the Short Duration and Short Duration
      High Yield only strategies; $200,000 for Combined and Short Duration
      Investment Grade Industrial Only Strategies; and $500,000 for the Enhanced
      High Yield Strategy. Certain Wrap Program Sponsors have established higher
      minimum account size for accounts offered in their Wrap Programs.
      CAM has the discretion to waive the account minimum. Accounts of less than
      the minimum established amount may be set up when the client and the
      advisor anticipate the client will add additional funds to the accounts bringing
      the total to the respective minimum within a reasonable time. Other
      exceptions will apply to employees of CAM and their relatives, or relatives of
      existing clients.

Methods of Analysis, Investment Strategies and Risk of Loss