Flavin Financial Services Inc

Item 5: Fees and Compensation

We base our fees on a percentage of assets under management as described below.

Compensation – Wealth Management Services
Wealth Management fees are charged an annual fee as follows:

                Total Assets Under Management           Annual Fee
                         First $3,000,000                  1.50%
                        Next $2,000,000                    1.00%
                        Above $5,000,000                   0.75%

The asset-based fee is billed on a quarterly basis, in advance, based upon the market value of
each account, including cash, on the last day of the previous quarter as valued by the custodian.

Compensation - Co-Advisory Services
The fees charged for our services under a co-advisory arrangement may be different from those
charged when we act as your sole adviser. We collect the entire Co-Advisory fee from the client
and remit a portion to the co-adviser.

Compensation – Retirement Plan Advisory Services
We charge an annualized fee of up to 1.50% of the plan's assets for the pension consulting
services described above. The type and amount of the fees charged to the client are negotiable
and are generally based on the size and complexity of the plan, the number of plan participants,
the location of the participants, the estimated number of meetings required, and other factors
that may be deemed relevant by us when negotiating with the client. An estimate of the total
cost will be determined at the start of the advisory engagement. Fees for pension consulting
services are generally payable quarterly in advance.

Calculation and Payment
The specific manner in which we charge fees is established in a client’s written agreement with
us. Clients may elect to be invoiced directly for fees or to authorize us to directly debit fees
from client accounts.

Accounts initiated during a calendar quarter will be charged a prorated fee. Upon termination
of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid
fees will be due and payable.

In no case will more than $1,200 be collected from the client more than 6 months in advance.

Other Fees
Neither we nor any of our supervised persons (employees) accept compensation for the sale of
securities or other investment products. There are no additional types of fees or expenses that
our clients pay in connection with the delivery of advisory services.

Agreement Terms
Either party may terminate an agreement at any time by notifying the other in writing,
pursuant to the terms of the agreement. If the client made an advance payment, we would
refund any unearned portion of the advance payment.

Cash Balances
Some of your assets may be held as cash and remain uninvested. Holding a portion of your
assets in cash and cash alternatives, i.e., money market fund shares, may be based on your
desire to have an allocation to cash as an asset class, to support a phased market entrance
strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to
pay fees or to provide for asset protection during periods of volatile market conditions. Your
cash and cash equivalents will be subject to our investment advisory fees unless otherwise
agreed upon. You may experience negative performance on the cash portion of your portfolio if
the investment advisory fees charged are higher than the returns you receive from your cash.

Retirement Plan Rollover Recommendations
As part of our investment advisory services to our clients, we may recommend that clients roll
assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account
(collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP
IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will advise on the
client’s behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from
Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts.

If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge
the client an advisory fee as set forth in the advisory agreement the client executed with our
firm. This creates a conflict of interest because it creates a financial incentive for our firm to
recommend the rollover to the client (i.e., receipt of additional fee-based compensation).
Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover,
if clients do complete the rollover, clients are under no obligation to have the assets in an IRA
advised on by our firm. Due to the foregoing conflict of interest, when we make rollover
recommendations, we operate under a special rule that requires us to act in our clients’ best
interests and not put our interests ahead of our clients’.

Under this special rule’s provisions, we must:

   •   meet a professional standard of care when making investment recommendations (give
       prudent advice);
   •   never put our financial interests ahead of our clients’ when making recommendations
       (give loyal advice);

   •    avoid misleading statements about conflicts of interest, fees, and investments;
   •    follow policies and procedures designed to ensure that we give advice that is in our
        clients’ best interests;
   •    charge no more than a reasonable fee for our services; and
   •    give clients basic information about conflicts of interest.

Many employers permit former employees to keep their retirement assets in their company
plan. Also, current employees can sometimes move assets out of their company plan before
they retire or change jobs. In determining whether to complete the rollover to an IRA, and to
the extent the following options are available, clients should consider the costs and benefits of
a rollover. Note that an employee will typically have four options in this situation:

   1.   leaving the funds in the employer’s (former employer’s) plan;
...

Types of Clients
We provide services to individuals, trusts, estates, corporations and other business entities,
small business owners, corporate pension and profit-sharing plans, foundations, endowments,
other charitable entities, and municipalities.

Account Minimums
While we do not require clients to maintain a minimum account size, sub-advisers, third-party
investment managers, and mutual fund companies may impose their own minimums on the
size of account they will accept.