Eukles Asset Management LLC

Item 5.      Fees and Compensation

FEES FOR MODEL PORTFOLIO MANAGEMENT

EAM’s portfolio management services in the Program are provided to clients in a
“wrap account." A wrap account bundles all advisory, administrative and

transaction charges into one asset-based fee. However, clients in this program
have the option to have their accounts managed in a non-wrap/"unbundled"
arrangement where clients pay advisory, administrative and transaction charges
separately. Our annual fee is based on the amount of assets under management
with EAM and is charged as follows:

Wrap Account

Assets Under Management                  Annual Fee (%)
0 to $1,000,000                          1.25%
$1,000,001 to $3,000,000                 1.00%
$3,000,001 to $5,000,000                 0.75%
$5,000,001 to $10,000,000                0.60%
Over $10,000,000                         0.50%

For example, if a client’s account is valued at $11,000,000, the annual fee would
be calculated as follows: ($1,000,000 x 1.25%) + ($2,000,000 x 1.00%) + ($2,000,000
x 0.75%) + ($5,000,000 x 0.60%) + ($1,000,000 x 0.50%)

Non-wrap Account

Assets Under Management                  Annual Fee (%)
0 to $1,000,000                          1.15%
$1,000,001 to $3,000,000                 0.95%
$3,000,001 to $5,000,000                 0.70%
$5,000,001 to $10,000,000                0.45%
Over $10,000,000                         0.35%

For example, if a client’s account is valued at $11,000,000, the annual fee would
be calculated as follows: ($1,000,000 x 1.15%) + ($2,000,000 x 0.95%) + ($2,000,000
x 0.70%) + ($5,000,000 x 0.45%) + ($1,000,000 x 0.35%)

Our fees are assessed quarterly, in advance, at the beginning of the quarter. The
fee cycle may not reflect the calendar quarter, but rather a period of any three
consecutive months. Thus, clients are charged ¼ of their annual fee on the first
day of each assigned quarter (not necessarily the calendar quarter). The fee is
based upon the value (market value or fair market value in the absence of market
value), of the client's account at the end of the previous three month period.
Clients will be invoiced or have their fees debited from the account in accordance
with client authorization.

A minimum of $50,000 of assets under management is required to open a model
portfolio management account with EAM. This minimum account size may be
negotiable under certain circumstances. EAM may group certain related client
accounts for the purposes of achieving the minimum account value requirement.
Once an account is accepted, there are no specific minimum account
requirements for maintaining an account.

As disclosed above, clients participating in the Program pay an all-inclusive
“wrap fee” which includes charges for advisory services, custody, clearing,
transaction execution and account reporting. Clients participating in this
Program also agree to direct brokerage in their Program account(s) through LPL
Financial, a FINRA-member broker dealer and an SEC-registered investment
adviser. Therefore, in evaluating such an arrangement, a client should recognize
that brokerage commissions for the execution of transactions in the client's
account are not negotiated by EAM, and best execution may not be achieved.

Clients participating in the Program should also consider that, depending upon
the level of the wrap fee charged, the amount of portfolio activity in the client's
account, the value of custodial and other services which are provided under the
arrangement, and other factors, the wrap fee may or may not exceed the
aggregate cost of such services if they were to be provided separately and if EAM
were free to negotiate commissions and seek best price and execution of
transactions for the client's account. In a wrap fee arrangement, the individual
client does not pay for each trade individually. Instead the total trading cost is
charged to EAM by the custodian. This may create a conflict of interest by
incentivizing EAM to trade less frequently.

Participants in the Program should also refer to our Wrap Fee Program Brochure
(Part 2A Appendix 1 of Form ADV) for additional information regarding the fees
charged in this program.

GENERAL INFORMATION

Advisory Fees in General: Clients should note that similar advisory services may
(or may not) be available from other registered (or unregistered) investment
advisers for similar or lower fees.

Negotiability of Fees: In certain circumstances, all fees may be negotiable. We
may also group certain related client accounts for the purposes of determining

the annualized fee. Further, discounts not generally available to our advisory
clients may be offered to family members and friends of associated persons of
our firm.

Termination of the Advisory Relationship: A client agreement may be canceled
at any time, by either party, for any reason upon receipt of 30 days written
notice. As disclosed above, certain fees are paid in advance of services provided.
Upon termination of any account, any prepaid, unearned fees will be promptly
refunded within X5-7 days. In calculating a client’s reimbursement of fees, we          Formatted: Not Highlight

will pro rate the reimbursement according to the number of days remaining in
the billing period.

Fund Fees: All fees paid to EAM for investment advisory services are separate
and distinct from the fees and expenses charged by ETFs to their shareholders.
These fees and expenses are described in each fund's prospectus. These fees will
generally include a management fee, other fund expenses, and a possible
distribution fee. If the fund also imposes sales charges, a client may pay an initial
or deferred sales charge. A client could invest in an ETF directly, without our
services. In that case, the client would not receive the services provided by our
firm which are designed, among other things, to assist the client in determining
which fund or funds are most appropriate to each client's financial condition and
...

Item 7.       Types of Clients

EAM provides its advisory services, where appropriate, to individuals, trusts,
estates, charitable organizations, pension and profit sharing plans, corporations
and other business entities.

As previously disclosed in Item 5, our firm has established an initial minimum
account requirement. For a more detailed understanding of this requirement,
please review the disclosures provided in each applicable service.