A3 Capital Advisors LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management             Annual Fees
        $1,000,000 - AND UP                       1.00%

A3CA uses the value of the account as of the last business day of the billing period, after
taking into account deposits and withdrawals, for purposes of determining the market
value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of A3CA's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

Performance-Based Portfolio Management Fees

                              Annual Management Fee       Annual Performance Fee
        Total Assets
                               (on all assets managed)    (on capital appreciation)
            TBD                       0.70%                         15%

Some Qualified Clients may opt to pay an annual fee of 0.70% of assets under management
along with a 15% performance fee based on capital appreciation. If the portfolio rises in
value, then the client will pay 15% on that increase in value, but if the portfolio drops in
value, then the client will not incur a new performance fee until the portfolio reaches the
last highest value, adjusted for withdrawals and deposits, which is generally known as a
“high water mark.”

In general, a “Qualified Client” is:
    1) a natural person or company who at the time of entering into such agreement has
       at least $1,100,000 under the management of the investment adviser;

   2) a natural person or company who the adviser reasonably believes at the time of
      entering into the contract: (A) has a net worth of jointly with his or her spouse of
      more than $2,200,000 excluding the value of the client’s primary residence; or (B)
      is a qualified purchaser as defined in the Investment Company Act of 1940,
      §2(a)(51)(A) (15 U.S.C. 80a-2(51)(A)); or
   3) a natural person who at the time of entering into the contract is: (A) An executive
      officer, director, trustee, general partner, or person serving in similar capacity of
      the investment adviser; or (B) An employee of the investment adviser (other than
      an employee performing solely clerical, secretarial, or administrative functions
      with regard to the investment adviser), who, in connection with his or her regular
      functions or duties, participates in the investment activities of such investment
      adviser, provided that such employee has been performing such functions and
      duties for or on behalf of the investment adviser, or substantially similar function
      or duties for or on behalf of another company for at least 12 months.

Consulting Service Fees

A3CA advisory consulting fees are based on a fixed rate amount for a specific period (i.e.,
annual, quarterly). Consulting rates are determined based on the scope of the services to
be provided. The consulting fee rate and structure are mutually agreed upon and
identified in the written Investment Consulting Agreement between A3CA and the client.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Fees are paid in arrears.

Payment of Performance-Based Fees

Performance-based fees are withdrawn directly from the client’s accounts with client’s
written authorization. Fees are paid annually in arrears.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by A3CA. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of Fees

A3CA collects its fees in arrears. It does not collect fees in advance.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither A3CA nor its supervised persons accept any compensation for the sale of
       securities or other investment products, including asset-based sales charges or service fees
       from the sale of mutual funds.

Item 7: Types of Clients

A3CA generally provides advisory services to High-Net-Worth Individuals.

There is an account minimum of $1,000,000, which may be waived by A3CA in its discretion.