Stellar Capital Management LLC

Fees and Compensation
Stellar can be engaged to provide discretionary, non-discretionary investment advisory and investment consulting services on
a fee-only basis. Our annual investment advisory fee is based on a percentage (%) of the market value of the assets advised by
Stellar (between negotiable and 1.00%) and is detailed on Schedule A of the Investment Advisory Agreement between Stellar
and the client. Stellar may choose to reduce its minimum account size, and/or charge a lesser investment management fee,
include or exclude certain assets, and/or charge for certain services for certain clients in arrears. Minimum account fees may
apply.

Stellar charges investment advisory fees quarterly, in advance, based upon the market value of the client’s assets on the last
business day of the previous quarter. If an agreement starts or ends during a calendar quarter, the investment advisory fee
will be prorated for that quarter. That means new clients will only be charged a fee for the number of days in the quarter that
his/her assets are under advisement, and that amount will be added to the regular fee payable in advance at the beginning of
the next quarter. In the case of a termination, the unused portion of the fee is refunded to the client promptly upon proper
notification of termination. Most clients authorize Stellar to deduct investment advisory fees directly from their portfolio(s). In
the limited event that Stellar bills the client directly, payment is due upon receipt of the invoice. The Investment Advisory
Agreement between Stellar and the client will continue in effect until terminated by either party by written notice in
accordance with the terms of the Investment Advisory Agreement.

These advisory fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which
shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third party investment and
other third parties such as:

                 fees charged by managers                              transfer taxes
                 custodial fees                                        wire transfer and electronic fund fees
                 deferred sales charges                                other fees and taxes on brokerage accounts and
                 odd-lot differentials                                  securities transactions

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Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus.
Such charges, fees and commissions are exclusive of and in addition to Stellar’s advisory fee. In cases where Participant
Directed Retirement Plans use mutual fund share classes where commissions such as 12(b)1 fees and fees such as
shareholder services fees and/or Sub TA fees are generated and paid out to the Service Providers, Stellar will only accept
payment for the amount of its contracted fee.

When recommending custodians or using broker-dealers for client transactions, Stellar considers the reasonableness of their
compensation (e.g., commissions, or other fees), the quality of the execution, and/or other services received that may benefit
the specific client or clients of the Firm. A more detailed explanation of this can be found in the Brokerage Practices
section.

Stellar may, in its sole discretion, determine to provide non-discretionary investment-related consulting services on a stand-
alone basis. When this is the case, Stellar may charge fees based on assets, fixed amounts, or establish an hourly rate for those
services. Prior to engaging Stellar, the client will generally be required to enter into a Consulting Agreement with Stellar which
outlines the terms and conditions of the engagement, scope of the services to be provided, and the fee agreement. Under some
circumstances, with employer sponsored retirement plan clients, “Participant Enrollment and/or Education” services may be
provided by an outside firm under a contract between Stellar and that firm to provide specific services for Stellar’s clients.

Performance-Based Fees and Side-by-Side Management
Performance-based fees are fees based on a share of capital gains on or capital appreciation of the assets of a client. An adviser
charging performance fees to some accounts faces a variety of conflicts because the adviser may potentially receiver greater
fees from its accounts having a performance-based compensation structure than from those accounts it charges a fee
unrelated to performance (e.g., and asset-based fee) As a result, the adviser may have an incentive to direct the best
investment ideas to, or to allocate or sequence trades in favor of the account that pays a performance fee. Stellar does not
charge performance-based fees.

Types of Clients
Stellar provides discretionary and non-discretionary portfolio management services for Individuals and Families and their
related trust accounts. We also provide management services for Charities, Foundations, Endowments, Corporate and
Individual Retirement Plans, Native American Indian tribes, and investment management and/or advisory services to
employer sponsored, self-directed retirement plans.

Stellar actively manages the number of client relationships handled by its representatives to ensure that the highest quality
relationship is achieved and maintained. Each client works directly with a dedicated portfolio manager best suited for that
client and his or her specific situation. The depth of the Firm mitigates the longevity risk encountered when dealing with many
sole practitioners.

Methods of Analysis, Investment Strategies and Risk of Loss
We offer two basic Investment Strategies:

1.   Discretionary Portfolio Management
     Once an appropriate investment strategy is determined, Stellar manages most of a client’s investment portfolio internally.
     The Firm focuses on identifying significant and long-term changes in the domestic and international economies and
     markets. These changes may be a result of factors such as interest rates, inflation expectations, technology changes, social
     and political developments, or international events. This analysis guides the Firm towards market sectors or industries
     undergoing constructive changes that have not yet been reflected in security prices, and away from those with
     deteriorating prospects.

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   Portfolios are managed by integrating each client's specific investment objective with the prevailing opportunities and
   risks presented in the investment markets. In our opinion, the resulting portfolios reflect the best method of achieving a
   client's investment objectives.

   Stocks and bonds are the primary tools used in the creation and management of investment portfolios. We incorporate
   large, medium, and small capitalization stocks, value and growth opportunities, high quality bonds, and managed
   portfolios such as ETFs, mutual funds, or separately managed accounts to focus on specific, hard to invest in areas of the
   market where appropriate.

   Economically favored sectors are studied to find fundamentally sound companies in healthy industries positioned to grow
   revenue and earnings. Financial and market ratios are used to assess financial stability, and this, in combination with
   economic statistics and interest rates drive our internal valuation assessment. Technical trend analysis of markets,
   industries and specific companies compliments our ultimate decision process.

   Companies fitting the criteria we use that are priced below our internal valuation projections are typically targeted for
   purchase and, are typically held for long-term appreciation, not short-term speculation.

   Bonds, which help reduce overall volatility and provide portfolio income, are generally investment grade and consist of
   U.S. Treasury, Government agency, municipal, or corporate bonds. Their allocation, maturity distribution, and quality are
   based on the underlying economic and market environment, projected interest rate trends, and specific client needs.

   Our investment process is methodical. We look to participate in market gains while avoiding as much market loss as
   possible. This strategy attempts to provide a "smooth ride" in the investment markets. Any time an action is taken inside a
   client’s portfolio, Stellar typically communicates to the client what the action was and the rationale behind it. If the client
   approves e-mail as an acceptable method of communication, the information is most often received by the client prior to
   the custodian’s trade confirmation. It is through communication like this that clients develop and maintain an
   understanding of how their portfolios are being managed, and why specific actions are being taken.

2. Participant Directed Retirement Plans
   Stellar uses multiple sources to conduct statistical, risk, and performance related analysis (i.e., quantitative analysis) as a
   first step in monitoring and recommending investment managers. Although quantitative analysis, by its very nature, is
   based on past actions, it does show how an investment manager performed in the past, and how he/she got there. While
   studies show, and disclaimers always note, “past performance does not guarantee future performance,” it is important to
   see that a manager has at least produced competitive returns over market cycles. As such, quantitative analysis is a very
   good starting point.
   The next step is to focus on the management philosophy, process and people related factors (i.e., qualitative analysis) that
   characterize investment managers. These factors include its professionals, the organizational structure, and the
   investment philosophy and process. We are interested in whether the firm can continue doing what it has done well in the
   past, and is improving on things it has not done well. We want to understand what risks the manager is taking and if those
   risks are being managed properly. These factors provide a deeper insight into what a firm can do in the future. This
   combination of quantitative and qualitative analysis is invaluable in the review, selection, and termination of investment
   managers.
   Managers with solid investment philosophies and disciplined approaches typically achieve optimal returns with minimal
   risk. It is equally important to know when and why to hire a manager as it is when and why to terminate an investment
   manager. We strive to use managers that have, and continue to manage, assets within an acceptable range of their stated
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