Nardis Advisors LLC

Item 5 Fees and Compensation
Nardis receives compensation from a combination of a percentage of the assets under
management, hourly charges, fxed fees and selection fees for outside managers.

    A. Compensation for Advisory Services

If engaged, Nardis shall charge an annual fee based upon a percentage of the market
value of the assets being managed.

Our annual fee shall be charged quarterly, in arrears, based upon the market value of the
assets on the last day of the quarter. The annual fee shall vary depending upon the
market value of the assets under management and the type of investment management
services to be rendered, as follows:

 Assets Under Management                                     Annual Fee
 Up to $2,000,000                                            1.00%
 $2,000,000 to $5,000,000                                    0.90%
 $5,000,000 to $10,000,000                                   0.75%
 Above $10,000,000                                           Negotiable

Nardis generally imposes a minimum portfolio value and/or a minimum annual fee for its
investment management services. This is currently $800,000 in assets, and $8,000 per
year in advisory fees. Nardis, in its sole discretion, may negotiate to waive its stated
account minimum fee or charge a lesser management fee, based upon certain criteria
(i.e., anticipated future earning capacity, anticipated future additional assets, dollar
amount of assets to be managed, related accounts, account composition, pre-existing
client status, account retention, pro-bono activities, etc.).

Nardis also advises 401(k) proft share plans and 529 college savings plans. For these
accounts, a fat fee is charged as follows:

 Plan Type                                                                Flat Fee
 Multi-employee 401(k) or profit-sharing plan                             0.50%
 529 Plans                                                                0.40%

The Firm's annual fee is exclusive of and in addition to, brokerage commissions,
transaction fees and other related costs and expenses which may be incurred by the
client. Nardis does not receive any portion of these commissions, fees and costs.

    B. How Fees are Charged and/or Deducted

One-fourth of Nardis' annual fee shall be charged quarterly, in arrears, based upon the
market value of the assets on the last day of the quarter. The Firm's Agreement or
separate agreement with the Financial Institutions may authorize Nardis to debit the
client's account for the amount of our fee and to directly remit that management fee to
Nardis in accordance with applicable custody rules. The Financial Institutions
recommended by Nardis have agreed to send a statement to the client, at least quarterly,

disclosing all amounts disbursed from the client's account, including the amount of
management fees paid directly to Nardis. To the extent that a client authorizes the use of
margin, and margin is thereafter employed by Nardis in the management of the client's
investment portfolio, the market value of the client's account and corresponding fee
payable to the Firm will not be increased.

If assets in excess of $100,000 are deposited into or withdrawn from an account, after the
inception of a quarter, the fee payable with respect to such assets will be pro-rated based
upon the number of days remaining in the quarter. However, Nardis designs its portfolios
as long-term investments and withdrawing assets may impair the achievement of a
client's investment objectives.

For the initial quarter of investment management services, the frst quarter's fees shall
be calculated on a pro rata basis. The Agreement between Nardis and the client will
remain in efect until terminated by either party, pursuant to the terms of the Agreement.
Nardis' annual fee shall be pro-rated through the date of termination and any remaining
balance shall be charged to the client, as appropriate, in a timely manner. Additions may
be in cash or securities. Nardis reserves the right to liquidate any transferred securities or
decline to accept certain securities into a client's account. The Firm may consult with its
clients about the options and ramifcations of transferring securities. Notwithstanding,
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 ramifcations.

For accounts that are terminated, Nardis will prorate its advisory fee through the calendar
month end irrespective of the account balance.

Nardis may co-advise on accounts with other investment advisors. In this event, the total
fees will be disclosed to the client in addition to the division of fees between
Nardis and the co-advisor. In any event, the portion of the fees paid to Nardis for
advisory services will not exceed our general fee schedule as listed above. Fees may be
collected by the co-advisor and then paid to Nardis.

Consulting Fees

Nardis consulting fees are negotiable. We will generally charge a fxed fee and/or an
hourly fee for our consulting services. For hourly fees, the Firm generally charges between
$625 and $1,050 per hour, depending upon the level and scope of the services and the
rendering of the consulting services. Nardis also ofers a retainer arrangement. For
retainer clients, the Firm generally charges a fxed fee between $10,000 to $20,000
monthly. If the client engages us for additional investment advisory services, we will
ofset all or a portion of the fees for those services, based upon the amount paid for the
consulting services.

Proprietary Investment Models

Clients who select investments in socially responsible models ofered by third-party
managers will be charged an annual fee of 1.5%, which may be lowered depending on the
account size at the discretion of Nardis. The fee will be assessed quarterly in arrears,
...

Item 7 Types of Clients
Nardis currently advises individuals, high net worth individuals, pension and proft-sharing
plans (but not the plan participants unless they have signed a separate individual
advisory agreement) and charitable organizations. Nardis provides the following types of
advisory activities to its clients: portfolio management, pension consulting services,
selection of other advisers (including private fund managers) and consulting.

Nardis generally imposes a minimum portfolio value and/or a minimum annual fee for its
investment management services. This is currently $800,000 in assets, and $8,000 per
year in advisory fees. Nardis, in its sole discretion, may negotiate to waive its stated
account minimum fee or charge a lesser management fee, based upon certain criteria
(i.e., anticipated future earning capacity, anticipated future additional assets, dollar
amount of assets to be managed, related accounts, account composition, pre-existing
client status, account retention, pro-bono activities, etc.).