Zenith AM

Item 5 – Fees and Compensation

Investment Advisory Fees

•   Fees charged for our asset management services are based on a fixed charge, billed at the end of
    the billing period on a quarterly calendar basis. Clients will be charged an annual fee which equates
    to around 1.50% of the amount of assets under management.

•   On occasions, after negotiation and written agreement with the Client, fees may be based on a
    percentage of assets under management, calculated on the fair market value of your account as
    of the last business day of the previous billing period as valued in good faith as reflected on Client’s
    quarterly portfolio reports. Zenith AM reports are matched with the custodian bank statement of
    holdings.

                Fair market value of assets for this purpose is normally as reflected on the account
                statement as received from the custodian, although on occasion adjustments may be
                necessary to reflect such items as interest accrued but not yet paid. Securities for which
                fair market values are not readily available are valued in good faith by the custodian.

•   Additional deposits and withdrawals will be added or subtracted from portfolio assets, as the case
    may be, which may lead to an adjustment of the Account Fee.

•   When permitted by the Client, we receive our Investment Advisory Fee directly from Client
    accounts. Since all accounts, as we have stated, are held with third party custodians and/or
    trustees, as described further in Item 15, we will prepare an invoice, which is sent to the Client and
    the custodian. The custodian will deduct the Investment Advisory Fee from the applicable account
    and provide payment to the Firm. We cannot directly debit (or credit) any Client accounts.

•   The Management Fees charged for our asset management services may be negotiable dependent
    on:
        • the type of client,
        • the complexity of the client's situation,
        • the composition of the client's account (i.e., equities versus mutual funds),
        • the potential for additional account deposits,
        • the relationship of the client with the investment adviser representative, and
        • the total amount of assets under management for the client.

    We believe that our annual fee is reasonable in relation to:

        •   the services provided, and / or
        •   the fees charged by other investment advisers offering similar services/programs.

    However, our annual investment advisory fee may be higher than that charged by other
    investment advisers offering similar services/programs. In addition to our compensation, the Client
    may also incur charges imposed at the mutual fund level (e.g., advisory fees and other fund
    expenses).

                                   8 rue du Général Foy– 75008 Paris - France

•   Zenith AM may also receive performance-based fees from certain Clients, which are subject to
    applicable law, and are negotiable. See Item 6 for further information.

Fees for Specialized Accounts and Advisory Services

•   As permitted under our status as a French approved Portfolio Management Company (“Société de
    Gestion”), Zenith AM currently sponsors and advises 13 French registered mutual funds named
    “Zenith Equilibre Monde”, “Zenith Patrimoine”, “WISE5PEA”, “Capital Long Terme”, “JUMP
    Evolution”, “WiseIMMO”, “WiseIMMO2”, “Garwin Flex”, “Zenith World”, “Actions SMID cap
    Europe by Independance AM”, “Allocation Patrimoniale by DNCA”, “Allocation Valeur by Varenne”
    and “Allocation Valor by R-Co”.

•   The annual advisory fee for the funds (European regulated funds) are as follow:

                              Funds                         Advisory fees
                              Zenith Equilibre Monde        1.70%
                              Zenith World                  2.00%
                              Capital Long Terme            1.70%
                              Zenith Patrimoine             1.40%
                              Wise5PEA                      1.80%
                              JUMP Evolution                2.00%
                              Garwin Flex                   1.95%
                              Actions SMID cap Europe
                              by Independance AM
                              (Share class C)               1.95%
                              Allocation Patrimoniale
                              by DNCA (Share class C)       1.35%
                              Allocation Valeur by
                              Varenne (Share class C)
                              (feeder fund)                 1.00%
                              Allocation Valor by R-Co
                              (Share class C) (feeder
                              fund)                         1,15%
                              WiseIMMO                      10.00% max
                              WiseIMMO2                     2.40% max

•   US Persons should be aware that European regulated funds of this nature might be inappropriate
    in relation to US taxation and/or unauthorized. As a consequence, Zenith AM does not market
    these European Collective Investment Vehicles to US residents

Additional Fees and Expenses Payable by Clients.

                                    8 rue du Général Foy– 75008 Paris - France

•   Investment activity may also involve other transaction fees payable by Clients, such as sales
    charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees
    and taxes on brokerage accounts and securities transactions. In addition, as stated, Clients may
    incur certain charges imposed by custodians, broker/dealers, third-party investment consultants,
    and other third parties, such as custodial fees, consulting fees, administrative fees, and transfer
...

Item 7 – Types of Clients

Zenith AM provides investment supervisory services to individuals, pension and profit sharing plans,
trusts, estates, charitable organizations, corporations and other business entities. It buys and sells
investments for the accounts of its clients on a discretionary basis. Zenith AM generally, does not
accept clients with less than $300,000 of investable assets.

                                    8 rue du Général Foy– 75008 Paris - France

Item 8 Investment Philosophy and Strategy

Investment Philosophy

•   Zenith AM’s management philosophy incorporates many of the principles of “Modern Portfolio
    Theory.” This theory has been thoroughly researched and supported for decades by leading
    financial academics, including several Nobel Prize winners. The investment management strategy
    is based on several fundamentals, including:

        •   Market efficiency ‐ The theory states that the securities markets are fairly “efficient,”
            although not always rational. This means that the price of financial assets reflects all
            information publicly available. Therefore, it is impossible to know ahead of time the next
            direction of the market as a whole. From an investment perspective, the theory implies
            that investors cannot consistently out‐perform the overall market by conducting “active”
            investment strategies. “Active” investment strategies include attempting to “time the
            market” and conducting “stock picking.”

        •   The importance of asset allocation ‐ The theory states that the construction of an
            investment portfolio as a whole is more important than individual security selection. The
            appropriate investment allocation across asset classes (e.g., stocks, bonds, and cash) will
            have far more influence on long‐term portfolio results than the selection of individual
            securities.

        •   Evaluating portfolio risk ‐ Risk is the uncertainty regarding future returns (or losses) on an
            investment. Risk is a critical component of investing and creating portfolios. The theory
            states that investment portfolios can be created and tailored to a level of expected risk.
            Over long periods of time, there is a relationship between the level of risk assumed and
            the return that can be expected in an investment program.

        •   Benefits of diversification ‐ The level of risk can be reduced by increasing the diversification
            (types and number of securities) in a portfolio without significantly changing the portfolio’s
            overall expected return.

        •   Costs matter ‐ Investment costs are necessary, but minimization of investment costs and
            taxes can enhance long‐term performance.

•   Zenith AM will recommend an initial strategic allocation of assets (among stocks, bonds, and cash)
    after working with the client to determine:

        •   Their goals and objectives, risk tolerance, and investment horizon.
        •   The cash requirements for the portfolio (as well as expectations for future cash inflows or
            outflows).
        •   Any constraints under which Zenith AM would manage the portfolio (e.g., low cost basis
            stock that should be carefully evaluated to minimize recognition of capital gains, current
            tax status, and any anticipated change in tax status).
        •   Any circumstances unique to their individual situation.

                                     8 rue du Général Foy– 75008 Paris - France

•   Zenith AM does not allow day‐to‐day changes in the financial markets to dictate changes in its long‐
    term asset allocation for its clients (the strategic allocation).

•   When the strategic allocation is agreed upon, a customized Proposal and Mandate is drafted. These
    documents outline the investment objectives and constraints of the particular client. These
    documents assist both the client and the Firm with a clear understanding of the strategy, as well
    as, providing the client with a meaningful method for evaluating the portfolio and the Firm. The
    Mandate should be periodically reviewed and modified based upon changing client needs and
    objectives, as well as any material changes to the long-term perspective for financial markets (see