McIntyre Freedman & Flynn Investment Advisers Inc

Item 5 - Fees And Compensation

A. Advisory Fees

The following sections detail the fee structure and compensation methodology for investment
advisory services. Each client shall sign an investment advisory agreement that details the
responsibilities of MFF and the client.

The annual fee for investment advisory services will be charged as a percentage of assets under
management according to the following tiered fee schedule:

              Assets Under Management                    Maximum Annual Fee (%)
       First $200,000                                              2.00%
       Next $300,000                                               1.00%
       $500,000 and over                                           1.00%
       Over $1,000,000                                           Negotiable

     We reserve the right to discount or waive fees. (e.g. historical relationship,
                  related accounts, negotiations with clients, etc.).

Clients will be billed in advance at the beginning of each calendar quarter based upon the
value of the client’s account as of the last trading day of the calendar quarter.

The investment advisory fee is pro-rated for periods less than a full billing cycle (based upon
the number of calendar days in the calendar quarter that the investment management

agreement was effective). Details of the investment advisory fee charged are more fully
described in the advisory agreement entered into with each client.

B. Payment Methods

Each quarter, MFF will notify the client’s qualified custodian of the amount of the investment
advisory fee due and payable to MFF pursuant to the firm’s fee schedule and advisory
agreement. The qualified custodian will not validate or check MFF’s fees, its corresponding
calculation, or the assets on which the fee is based unless the client has retained their services
to do so. With the client’s pre-approval, the qualified custodian will “deduct” the fee from the
client’s account or, if the client has more than one account, from the account the client has
designated to pay MFF’s advisory fees. Clients will be provided with a statement, at least
quarterly, from the custodian reflecting the deduction of the applicable fee. It is the
responsibility of the client to verify the accuracy of these fees as listed on the custodian’s
brokerage statement, as the custodian does not assume this responsibility.

C. Additional Information

Fees Only

MFF is compensated solely by fees paid by its clients and does not accept commissions or
compensation from any other source (e.g., mutual funds, insurance products or any other
investment product).

Fees Negotiable

MFF retains the right to modify fees in its sole and absolute discretion, on a client-by-client
basis. Factors considered include the complexity and nature of the advisory services provided,
anticipated amount of assets to be placed under management, anticipated future additional
assets, related accounts, portfolio style, and account composition. MFF may combine related
household accounts for fee calculation purposes.

Exchange Traded Funds

All fees paid to MFF for investment advisory services are separate and distinct from the
expenses charged by exchange-traded funds (“ETFs”) to their shareholders, if applicable. These
fees and expenses are described in each ETF’s prospectus. These fees and expenses will
generally be used to pay management fees for the ETF, other ETF expenses, account
administration (e.g., custody, brokerage, and account reporting), and a possible distribution
fee. A client could invest in these securities directly, without the services of MFF, but would
not receive the services provided by MFF, which are designed, among other things, to (i) assist
the client in determining which products or services are most appropriate to each client’s
financial situation and objectives and (ii) determining when such buying or selling is
appropriate. Accordingly, the client should review both the fees charged by the ETFs and the
fees charged by MFF to fully understand the total amount of fees to be paid by the client.

Miscellaneous Expenses

MFF’s investment advisory services fee with respect to each client account does not include
certain other charges and expenses, including (a) brokerage charges, which are paid on a
transactional basis, (b) dealer mark-ups or mark-downs on securities purchased or sold for an
account through third-party dealers and (c) taxes. Please see Item 12 of this disclosure
brochure for detailed information about MFF’s brokerage practices.

Professional Fees

Fees do not include the services of any professionals engaged by a client and will be billed
directly by such professional(s).

Cash Management

MFF may hold cash in money market funds to meet clients' liquidity needs and/or when
attractive investment opportunities are unavailable. As such, unless determined to the
contrary by MFF, cash positions are included as part of the assets under management for
purposes of calculating MFF advisory fees each quarter.

Additions and Withdrawals

Clients may make additions to and withdrawals from their account at any time. Additions may
be in cash or securities provided that MFF reserves the right to liquidate any transferred
securities or decline to accept particular securities into a client’s account. MFF may consult
with its clients about the options and ramifications of transferring securities. However, clients
are advised that when transferred securities are liquidated, they are subject to transaction
fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax
ramifications. Clients may withdraw account assets on notice to MFF, subject to the usual and
customary securities settlement procedures. However, MFF designs its portfolios as long-term
investments, and the withdrawal of assets may impair the achievement of a client’s investment
objectives.

D. Termination and Refunds
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Item 7 - Types of Clients

A. Clients

MFF offers investment advisory services to individuals, high-net-worth individuals, pension
and profit-sharing plans, corporations, trusts, and estates.

B. Engaging the Services of MFF

All clients wishing to engage MFF for advisory services must enter into the applicable advisory
agreement with MFF as well as any other document or questionnaire provided by MFF. The
advisory agreement describes the services and responsibilities of MFF to the client. It also
outlines MFF’s advisory fees in detail. In addition, clients must complete certain broker-
dealer/custodial documentation. Upon completion of these documents, MFF will be considered
engaged by the client.

Each client engagement will entail a review of the client's investment goals, financial situation,
time horizon, tolerance for risk and other factors to develop an appropriate strategy for
managing a client's account. Client participation in this process, including full and accurate
disclosure of requested information, is essential for the analysis of a client's account. MFF
shall rely on the financial and other information provided by the client or their designees
without the duty or obligation to validate the accuracy and completeness of the provided
information. It is the responsibility of the client to inform MFF of any changes in financial
condition, goals or other factors that may affect this analysis.

C. Conditions for Managing Accounts

As a condition for starting and maintaining a relationship, MFF imposes a minimum portfolio
size of $100,000. MFF, in its sole discretion, may accept clients with smaller portfolios based
upon certain criteria, including anticipated future earning capacity, anticipated future
additional assets, dollar amount of assets to be managed, related accounts, account
composition, pre-existing clients, account retention, and pro bono activities. MFF will only
accept clients with less than the minimum portfolio size if, in the sole opinion of MFF, the
smaller portfolio size will not cause a substantial increase of investment risk beyond the
client’s identified risk tolerance. MFF may aggregate the portfolios of family members to meet
the minimum portfolio size.