Eaglestone Wealth Advisors Inc

Fees and Compensation
Portfolio Management Services

Our annual fee for portfolio management services varies between 1.50% to 1.95% (usually discounted
from stated fees) depending upon the market value of your assets under our management, the type
and complexity of the asset management services provided, as well as the level of administration
requested either directly or assumed by the client. Assets in each of your account(s) are included in
the fee assessment unless specifically identified in writing for exclusion.

Our annual portfolio management fee is billed and payable, quarterly in advance, based on the
balance at end of billing period.

If the portfolio 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. We will send you an invoice showing the
amount of the fee. 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.

We encourage you to reconcile our invoices with the statement(s) you receive from the qualified
custodian. If you find any inconsistent information between our invoice and the statement(s) you
receive from the qualified custodian, call our main office number located on the cover page of this
brochure.

                                                                                 Maximum Annual
    If the Managed Account Value is:                                             Management Fee
                                                                                 will be:
    From                           To                                            E-MAP
    $80,000                        $150,000                                      1.95%

    $150,000                        $250,000                                       1.90%
    $250,000                        $500,000                                       1.85%
    $500,000                        $750,000                                       1.80%
    $750,000                        $1,000,000                                     1.75%
    $1,000,000                      $3,000,000                                     1.70%
    $3,000,000                      $5,000,000                                     1.65%
    $5,000,000                      $7,500,000                                     1.60%
    $7,500,000                      $10,000,000                                    1.55%
    over $10,000,000                                                               1.50%

The Investment Management Agreement may be terminated by either party providing ninety (90) days
written notice to the other by certified, registered mail or electronic mail to the addresses set forth
above. This Agreement shall be valid for one (1) year from the effective date below and will be
automatically renewed annually for one (1) year terms. However, either party may terminate this
Agreement at any time by giving written notice. Upon termination, EagleStone can trade or transact on
the account unless Client provides written instructions to the contrary.

Financial Planning Services
If a client will incur hourly charges for Comprehensive Financial Planning services, the client will agree
to any fees in advance of the service. EagleStone's fees are based on the number of hours required
multiplied by the standard billing rate of the professional or para-professional working on the
Comprehensive Financial Planning services. In addition, we may charge for computer processing
costs, delivery charges, long-distance telephone calls, and any out-of-pocket costs that we incur on the
client's behalf.

Following is a summary of our hourly billing rates, which parallels the experience level of the staff
involved:

Partners / Shareholders $300 - $400
Manager / Directors $250 - $300
Senior Staff $200 - $250
Financial Advisors / Wealth Advisors $150 - $200
Financial Analysts $100 - $150
Junior Financial Analysts / Administrative Staff $75 - $100

EagleStone and the client will determine whether to pay an hourly fee, flat fee, or retainer for
Comprehensive Financial Planning services. EagleStone and the client will agree on a fixed fee based
on an estimate of the number of hours and level of staff required to service the client. For
Comprehensive Financial Planning services, the client decides in advance on how EagleStone is to be
compensated.

We will not require prepayment of a fee more than six months in advance and in excess of $1,200.

At our discretion, we may offset our financial planning fees to the extent you implement the financial
plan through our Portfolio Management Service.

You may terminate the financial planning agreement upon providing ninety (90) days written notice to
the other by certified, registered mail or electronic mail to the addresses set forth above. If you have
pre-paid financial planning fees that we have not yet earned, you will receive a prorated refund of
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Types of Clients
EagleStone Wealth Advisors, Inc. clients include, but are not limited to individuals, nonprofits,
foundations, corporations, partnerships, estates, trusts and pension/profit sharing plans.

Account Minimums
EagleStone Wealth Advisors, Inc.'s philosophy is to embrace new relationships and accept clients who
may be considered too small by some firms. Therefore, the account minimum for a managed account
with EagleStone is generally $80,000. Exceptions can be made based on consolidated household
accounts or relationships with or referrals from other clients. EagleStone reserves the right to grant
exceptions on a case by case basis for account minimums based on each scenario.

Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis & Client Profile
EagleStone Wealth Advisors, Inc. will make recommendations concerning strategy, portfolio mix,
liquidity, risk profile and strategic allocation. EagleStone recognizes that each client's circumstances
are unique and as such, each investment strategy will be unique to the client.

When creating an investment strategy, EagleStone will take into consideration a client's objectives,
income, net worth, time horizon, tax profile, level of comfort with certain investments, age, risk
tolerance and liquidity needs.

Investment Strategies & Asset Management Philosophy
EagleStone Wealth Advisors, Inc. utilizes "Modern Portfolio Theory" as recognized by the 1990 Nobel
Prize. Modern Portfolio Theory (MPT), a disciplined and proven approach to investing, quantifies risk
and mathematically explains why and how portfolio diversification works to reduce volatility and/or
increase investment returns. Because MPT recognizes the importance of the inter-relationships
among asset classes within an overall investment portfolio, it profoundly shaped how institutional
portfolios are managed to optimize market risk against expected returns. According to MPT, over the
long term, stocks have historically provided growth in a portfolio while fixed income (such as bonds and
cash) have provided stability. When combined in a portfolio, stocks and bonds should provide steady
growth over the longer term. Another facet of MPT is asset class correlation. In order to reduce the
volatility of a portfolio, EagleStone looks for asset classes that are negatively correlated or have a low
correlation to stocks. Theoretically, when the stock market is in decline, the presence of asset classes
that are negatively correlated or have a low correlation to stocks will increase or hold their value, thus
smoothing out the volatility of a portfolio.

Under MPT, portfolios will be constructed using a variety of asset classes in a specific mix to meet the
client's risk tolerance, investment objectives and time horizon. Examples of the asset classes that
EagleStone uses to diversify a portfolio are: US Large Capitalization Growth, US Large Capitalization
Value, US Mid Capitalization Growth, US Mid Capitalization Value, US Small Capitalization Growth, US
Small Capitalization Value, Foreign Equities from Developed Countries, Foreign Equities from
Emerging Markets, US Corporate Bonds of varying maturities, US Government Bonds of various
agencies and maturities, International Bonds from both developed and emerging markets, High Yield
Bonds (both foreign and domestic), Real Estate (both foreign and domestic) and various "Alternative"
asset classes. EagleStone defines "Alternative" asset classes as commodities (oil, gas, gold, etc.),
currencies and hedging strategies (long/short, market neutral, inverse, etc.). In addition, certain tax
sensitive portfolios may also contain Municipal Bonds.

Increasing diversification of the portfolio by using multiple levels of asset classes should decrease
portfolio risk. Additionally, investing globally helps to minimize overall portfolio risk. Investing in
equities offers the potential for higher returns when compared to fixed income (such as bonds or
cash). In exchange for higher returns, equities are also more volatile in their performance when
compared to fixed income. Generally, more conservative portfolios will have a higher proportion of
fixed income (such as bonds and cash) than stocks and more aggressive portfolios will have a higher
proportion of stocks and foreign exposure than fixed income.

EagleStone assumes that markets are efficient and it is impossible to know ahead of time what sectors
of the market will perform in a superior fashion, and therefore, we do not subscribe to market timing.
Market timing of sales and purchases is highly unlikely to increase returns and, therefore, will be
avoided. The underlying approach to this portfolio will be to optimize the risk/return relationship
appropriate to the client's needs and goals using a globally diversified portfolio following the "buy and
hold" theory with periodic rebalancing.

EagleStone may choose to employ the benefits of dollar cost averaging to reduce the impact of short
term market fluctuations on the portfolio. Diversification of asset categories and selection will be
deemed critical to take advantage of correlation and risk/return relationships. This technique will be
employed during the entire process. To the extent that history has indicated that a substantial portion
of the return derived from a portfolio is based on its allocation, the portfolio is scheduled to be
rebalanced at least annually to maintain the desired allocation. From time to time market conditions
will cause the portfolio's investment in various classes to vary from the established target allocation.
Keep in mind that the target allocation is only a guideline, and actual holdings will differ from the target

at all times. This will be reviewed periodically and if the actual weighting differs significantly from the
established allocation, the portfolio will be reallocated, based on professional judgment, income tax
ramifications, and the client's goals.
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