Madden Funds Management Ltd

Item 5 - Fees and Compensation

    Clients are charged for MFM’s investment supervisory services based on a percentage
    of assets under management or review. Quarterly fees for investment supervisory
    services generally follow the fee schedule listed below.

             Account Value                                  Fee
             First $1,000,000                              0.25%

             Next $1,500,000                               0.20%

             Next $2,500,000                               0.175%
             Next $5,000,000                               0.15%

             Over $10,000,000                             0.1375%

    The actual fee charged to each client is negotiable based on factors such as the client’s
    financial situation and circumstances, the amount of assets under management or
    review, whether MFM will have trading authorization over the client’s account, and the
    overall complexity of the services provided. The exact services and fees will be agreed
    upon and disclosed in the agreement for services prior to services being provided.

    Fees for MFM’s services are billed quarterly in arrears based on the average value of
    the account during the quarter. Fees are generally deducted directly from the client’s
    account. Clients must provide the custodian with written authorization to have fees
    regularly deducted from the account and paid to MFM. Upon discretion of MFM, clients
    may pay fees directly to MFM. For clients that pay directly, payment is due within thirty
    (30) days after receipt of the billing statement from MFM. The custodian will send client
    statements, at least quarterly, showing all disbursements for the account including the
    amount of the advisory fee if it is deducted directly from the account.

    Brokerage commissions and/or transaction ticket fees charged by the custodian will be
    billed directly to the account. Management fees charged by MFM are separate and
    distinct from the fees and expenses charged by investment company securities that may
    be recommended to clients. MFM will not receive any portion of such commissions or
    fees from the custodian or client. In addition, clients may incur certain charges imposed
    by third parties other than MFM in connection with investments made through the
    account, including, but not limited to, transaction fees, mutual fund sales loads, 12(b)-1
    fees and surrender charges, variable annuity fees and surrender charges, and IRA and
    qualified retirement plan fees. A description of internal fees and expenses are available
    in each investment company security’s prospectus.

    MFM does not charge a fee for its financial planning service.

    Negotiability of Fees: We allow Associated Persons servicing the account to negotiate
    the exact investment management fees within the range disclosed in our Form ADV Part
    2A Brochure. As a result, the Associated Person servicing your account may charge
    more or less for the same service than another Associated Person of our firm. Further,
    our annual investment management fee may be higher than that charged by other
    investment advisors offering similar services/programs.

    Billing on Cash Positions: The firm treats cash and cash equivalents as an asset class.
    Accordingly, unless otherwise agreed in writing, all cash and cash equivalent positions
    (e.g., money market funds, etc.) are included as part of assets under management for
    purposes of calculating the firm’s advisory fee. At any specific point in time, depending
    upon perceived or anticipated market conditions/events (there being no guarantee that
    such anticipated market conditions/events will occur), the firm may maintain cash and/or
    cash equivalent positions for defensive, liquidity, or other purposes. While assets are
    maintained in cash or cash equivalents, such amounts could miss market advances and,
    depending upon current yields, at any point in time, the firm’s advisory fee could exceed
    the interest paid by the client’s cash or cash equivalent positions.

    Billing on Margin: Unless otherwise agreed in writing, the gross amount of assets in the
    client’s account, including margin balances, are included as part of assets under
    management for purposes of calculating the firm’s advisory fee. Clients should note that
    this practice will increase total assets under management used to calculate advisory
    fees which will in turn increase the amount of fees collected by our firm. This practice
    creates a conflict of interest in that our firm has an incentive to use margin in order to
    increase the amount of billable assets. At all times, the firm and its Associated Persons
    strive to uphold their fiduciary duty of fair dealing with clients. Clients are free to restrict
    the use of margin by our firm. However, clients should note that any restriction on the
    use of margin may negatively impact an account’s performance in a rising market.

    Periods of Portfolio Inactivity: The firm has a fiduciary duty to provide services consistent
    with the client’s best interest. As part of its investment advisory services, the firm will
    review client portfolios on an ongoing basis to determine if any changes are necessary
    based upon various factors, including but not limited to investment performance, fund
    manager tenure, style drift, account additions/withdrawals, the client’s financial
    circumstances, and changes in the client’s investment objectives. Based upon these and
    other factors, there may be extended periods of time when the firm determines that
    changes to a client’s portfolio are neither necessary nor prudent. Notwithstanding,
    unless otherwise agreed in writing, the firm’s annual investment advisory fee will
    continue to apply during these periods, and there can be no assurance that investment
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Item 7 – Types of Clients

     MFM provides investment advisory services to:

        •   Individuals
        •   Pension and profit sharing plans
        •   Trusts, estates or charitable organizations
        •   Corporations and other businesses

     MFM has a negotiable minimum account size of $100,000.