Millares Asset Management LLC

Item 5 – Fees and Compensation

Investment Management Services

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

  Assets under management                          Annual Fee (%)
  First $1,000,000                                 1.00%
  Next $1,000,000                                  0.90%
  Next $1,000,000                                  0.80%
  Next $1,000,000                                  0.70%
  Next $1,000,000                                  0.60%
  Next $1,000,000 or greater                       0.50%

All accounts for members of the client’s family (husband, wife and dependent children) or
related businesses may be assessed fees based on the total balance of all accounts.

A minimum account of $1,000,000 is required for Investment Management Services. The
minimum annual fee is $10,000 ($2,500 billed quarterly). These minimums may be waived
or reduced at MAM’s discretion.

Employee Benefit Retirement Plan Services

The annual fee for plan services will be charged as a percentage of assets within the plan.

                                        Focus Partners
                                           Advisor           MAM’s
                                          Solutions’       Annual Fee
 Assets Under Management                  Annual Fee                      Total Annual Fee
 On the first $1,000,000                    0.20%             0.80%            1.00%
 On the next $4,000,000                     0.15%             0.75%            0.90%
 On the next $5,000,000                     0.08%             0.52%            0.60%
 On all amounts above $10,000,000           0.05%             0.40%            0.45%

Financial Planning/Consulting Services

Financial planning fees will be charged on an hourly basis, ranging from $175-$450 per hour.
If appropriate, an estimate for total hours will be determined at the start of the advisory
relationship. A retainer may be requested upon completion of MAM's fact-finding session
with the client, however, advance payment will never exceed $1,200 for work that will not
be completed within six months. The balance will be due upon completion of the plan or
consulting service. MAM’s financial planning and/or consulting fee(s) will be determined
based on the nature of the services being provided and the complexity of each client’s
circumstances. All fees are agreed upon prior to entering into a contract with a client. Assets
Under Advisement fees are calculated based on a percentage of the client’s assets, and fees
charged are pursuant to the consulting agreement.

Additional General Information

In certain circumstances, all fees, account minimums and their applications to family
circumstances may be negotiable.

MAM has contracted with Focus Partners Advisor Solutions, for services
including trade processing, collection of management fees, record maintenance, report
preparation, marketing assistance, and research. MAM has also contracted with Focus
Partners Advisor Solutions for sub-advisory services with respect to clients’ fixed income
accounts. MAM pays a fee for Focus Partners Advisor Solutions services based on
management fees paid to MAM on accounts that use Focus Partners Advisor Solutions. The

fee paid by MAM to Focus Partners Advisor Solutions consists of a portion of the fee paid by
clients to MAM and varies based on the total client assets participating in Focus Partner
Advisor Solutions through MAM. These fees are not separately charged to advisory clients.
MAM retains Focus Partner Advisor Solutions as the fixed income sub-advisor for client
accounts.

The specific manner in which fees are charged by MAM is established in a client’s written
agreement with MAM. Investment Management and Employee Benefit Plan clients will be
invoiced in advance at the beginning of each calendar quarter based upon the value (market
value based on independent third party sources or fair market value in the absence of market
value; client account balances on which MAM calculates fees may vary from account
custodial statements based on independent valuations and other accounting variances,
including mechanisms for including accrued interest in account statements) of the client’s
account at the end of the previous quarter. New accounts are charged a prorated fee for the
remainder of the quarter in which the account is incepted (date of first trade).

For Investment Management and Employee Benefit Plan Services, MAM will request
authority from the client to receive quarterly payments directly from the client's account
held by an independent custodian. Clients may provide written limited authorization to
MAM or its designated service provider, Focus Partners Advisor Solutions, to withdraw fees
from the account. MAM will send to the client an invoice showing the amount of the fee, the
value of the client's assets on which the fee was based, and the specific manner in which the
fee was calculated. Clients should verify the accuracy of the fee calculations in such invoices.
Client custodians will send at least quarterly statements directly to the client. Custodial
statements will only show the amount of the advisory fee.

A client agreement may be canceled at any time, by either party, for any reason upon receipt
of 30 days written notice. Upon termination of any account, any prepaid, unearned fees will
be promptly refunded. The client has the right to terminate an agreement without penalty
within five business days after entering into the agreement.

All fees paid to MAM for investment advisory services are separate and distinct from the fees
and expenses charged by mutual funds and 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. A client could invest
...

Item 7 – Types of Clients

MAM provides services to, and manages investment portfolios for individuals, trusts,
charitable organizations, businesses and qualified retirement plans.

A minimum account of $1,000,000 is required for Investment Management Services. The
minimum annual fee is $10,000 ($2,500 billed quarterly). These minimums may be waived
or reduced at MAM’s discretion.