Apricus Wealth LLC

Item 5 Fees and Compensation

Our fee for advisory services is based on a percentage according to the value of the assets we manage for you
and is set forth in the following fee schedule:

     Assets Under Management                    Annual Fee

    First $2,000,000                                 1.00%
    $2,000,001 and $5,000,000                        0.75%
    $5,000,001 and above                             0.50%

Our fee schedule is blended. This means an account valued at $3,000,000 will pay 1.00% on the first $2,000,000
and .75% on the remaining $1,000,000. Our minimum account size is generally $3 Million and as a result, our
minimum fee is generally. $27,500 per year. All account minimums and investment management fees charged
by Apricus Wealth are subject to negotiation. The amount of the fee is reviewed on a case-by-case basis
depending upon several factors including assets invested, the amount of attention required to manage the
relationship, and the amount of work involved.

Our management fee will be based on the value of your account(s). Our fees will be calculated in arrears each
calendar quarter by taking the average daily market value for the period and prorating our annual fee based
on the number of days in the quarter. Our fees for partial periods will also be prorated based on the number
of days under management. Fees are assessed on all assets under management. Money Market accounts and
Margin account balances are not included in the fee billing. There may be a possibility for price or account
value discrepancies due to quarter-end transactions in an account. Dividends or trade date settlements may
occur and our third-party billing software may report a slight difference in account valuation at quarter end
compared to what is reported on your Statement from the Custodian. Our firm can produce billing summaries,
which can be provided upon request. Our fee schedule is listed on the signature page of the Investment
Management Agreement.

Custodians, fund managers, and brokers may charge commissions or other transaction fees. A percentage of
such fees may be used to provide research services to Apricus Wealth. Exchange Traded Funds and Exchange
Traded notes if owned in your portfolio will be included in the portfolios’ market values for the purpose of
calculating our fees. Pooled investments often incur fees and expenses which are passed onto their investors.
These fees and expenses are detailed in the prospectuses for those investments.

At our discretion, we may combine the account values of family members living in the same household to
determine the applicable advisory fee. For example, we may combine account values for you and your minor
children, joint accounts with your spouse, and other types of related accounts. Combining account values may
increase the asset total, which may result in your paying a reduced advisory fee based on the available
breakpoints in our fee schedule stated above.

Prior to engaging Apricus Wealth to provide investment management services, the client will be required to
enter into a formal Investment Management Agreement with Apricus Wealth setting forth the terms and
conditions under which Apricus Wealth shall advise on the client's assets, and a separate custodial/clearing
agreement with each designated broker-dealer/custodian.

We will deduct our fee directly from your account through the qualified custodian holding your funds and
securities. We will deduct our advisory fee only when you have given our firm written authorization permitting
the fees to be paid directly from your account. Further, the qualified custodian will deliver an account
statement to you at least quarterly. These account statements will show all disbursements from your account.
You should review all statements for accuracy. We will also receive a duplicate copy of your account
statements.

You may terminate the portfolio management agreement at any time. You will incur a pro-rata charge for
services rendered prior to the termination of the portfolio management agreement, which means you will incur
advisory fees only in proportion to the number of days in the quarter for which you are a client.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual
funds and exchange-traded funds. The fees that you pay to our firm for investment advisory services are
separate and distinct from the fees and expenses charged by mutual funds or exchange-traded funds
(described in each fund's prospectus) to their shareholders. These fees will generally include a management
fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or
selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through
whom your account transactions are executed. We do not share in any portion of the brokerage
fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will
incur, you should review all the fees charged by mutual funds, exchange-traded funds, our firm, and others.
For information on our brokerage practices, please refer to the "Brokerage Practices" section of this brochure.

Retirement Rollovers-Potential for Conflict of Interest
A client or prospective client leaving an employer typically has four options regarding an existing retirement
plan (and may engage in a combination of these options): (I) leave the money in their former retirement plan,
if permitted, (ii) roll over the assets to the new employer's plan, if available and permitted, (iii) roll over to an
IRA or (iv) cash out the accountvalue (which could have adverse tax consequences). If we recommend that a
client roll over their retirement plan assets into an account to be managed by Apricus Wealth, such a
...

Item 7 Types of Clients

We offer investment advisory services to individuals, pension and profit-sharing plans or participants, trusts,
estates, charitable organizations, corporations, and other business entities. In general, we require a minimum
of $3,000,000 to open and maintain an advisory account. Apricus Wealth, in its sole discretion, may charge a
lesser investment management fee and/or waive the $3,000,000 minimum portfolio size based upon certain
criteria (i.e. anticipated future earning capacity, anticipated, future additional assets, the dollar amount of
assets to be managed, related accounts, composition, negotiations, employee accounts, etc.) We may also
combine account values for you and your minor children, joint accounts with your spouse, and other types of
related accounts to meet the stated minimum.