3 Factor Indexing LLC

Item 5. Fees and Compensation
A. Fee Schedules
3 Factor Indexing charges fees in various formats including percent of assets under
management, hourly, or fixed fee. Clients engaging 3 Factor for various services may
be subject to a combination of these fees. 3 Factor Indexing offers services for a fee
that may be more or less that can be had with other parties. Lower fees for comparable
services may be available from other sources. Fees are generally non-negotiable. 3
Factor may charge a lesser or no fee to certain accounts for certain services after
considerations including but not limited to future assets managed, value of assets
managed, account composition, household accounts, client negotiations, family, etc.
You may cancel your agreement with 3 Factor within five (5) business days from the
date signed without penalty.

Investment Management Fees
Investment management fees are assessed for the management of assets provided
directly by 3 Factor.

The fees, when assessed as a percent of assets, is the greater of the blended rate of
0.50% annually (0.125% quarterly) on the first $3 million and 0.35% annually (0.0875%
quarterly) on amounts above the $3 million AUM billed quarterly in advance or $625 per
quarter minimum. All deposits or withdrawals related to the initiation or termination of
an advisory relationship will be billed (refunded) on a pro-rated basis regardless of
value. Pro-rated fee calculations are based on calendar days. All accounts for a client
household are aggregated.

In the case that hourly fees are agreed to and charged, the fee shall be $375 per hour.
When a flat fee or retainer is agreed upon and charged, it will vary depending of the
services to be provided and may range up to $100,000 per year. When fees in excess
of $500 are collected the services agreed upon shall be delivered within six months.

B. Payment of Fees
Client fees are due promptly after the invoice is presented.

Fixed or hourly fees are typically paid by check at engagement in full and each quarter
in advance. For investment management clients, we may be able to withdraw fees from

an account at the custodian, with your permission and direction. In the case of hourly
fees, if any are incurred, they shall be billed at the end of the month they were incurred.
If you direct fees to be deducted directly from your account at a custodian, we will follow
the requirements below when doing so.

Fees, with your permission, will be deducted directly from each of your accounts
proportionally based on the total fee. Alternatively, you may request we deduct the fee
from a specific non-qualified account at the custodian or you may request we accept a
check for total fee via the provided online system.

When we withdraw fees from your account at the custodian we will:

    ●  use a custodian that provides you with quarterly, at minimum, statements
       showing all disbursements, including the fees
    ● have received written permission from you to be paid directly from the accounts
       held at the custodian.
Payments are never to be made directly to an advisor representative; if you are
requested to do so, please contact us.

C. Other Fees
Fees stated are those of 3 Factor; fund expenses, transaction fees, account
maintenance fees, third party manager fees, and any other fees are in excess and
separate of 3 Factor's fees.

D. Prepayment of Fees
As a normal course of business, 3 Factor collects fees in advance. Assessed fees to be
paid in advance are potentially entitled to refunds upon receipt of a written request of
termination. Calculation of refunds is described above in Item 5A.

E. Outside Compensation for the Sale of Securities
3 Factor and its advisor representatives do not earn commissions or any compensation
for selling you securities or other investment products, including asset-based sales
charges or service fees from mutual funds

Item 7. Types of Clients
3 Factor generally provides investment management services to individuals, families,
trusts, and closely held businesses of theirs. The minimum household assets to
manage is $500,000; however, exceptions may be made on a case-by-case basis.