Aqua Advisors LLC

ITEM 5 – FEES AND COMPENSATION

      Adviser typically receives an annual management fee (from .25% to 2.00% of the Average Net Asset
      Value of the Account during the period). Adviser may enter into flat fee arrangements from time to
      time, negotiated with the client. Adviser may also provide sub-advisory and administrative services
      for a flat fee based upon actual cost, which is outlined and established via sub-
      advisory/administrative services agreement. All fees are negotiable. The specific manner in which
      fees are charged by Adviser is established in each client’s written agreement with Adviser.
      Generally, and pursuant to contract, fees for the management of Accounts will be based upon a
      percentage of the total assets in the account (including margined assets).

       Calculation and Deduction of Advisory Fees

      With respect to accounts that Adviser manages on a discretionary basis, including the specialized
      discretionary programs, clients may authorize Adviser to directly debit management fees from client
      accounts quarterly. Fees for investment advisory services and other non-discretionary programs are
      billed to clients, although clients may pre-authorize their custodians to automatically deduct the fees
      from the client’s account and to make payment to Adviser. Management fees are deducted or billed,
      as applicable, quarterly in arrears.

      A client may pay more or less fees than similar clients depending on the particular circumstances of

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      the client, size, additional or differing levels of servicing or as otherwise agreed with specific clients.
      Clients that negotiate fees, including a flat fee, may end up paying a higher fee than that set forth
      above as a result of fluctuations in the client’s assets under management and account performance.

      In the event the Adviser bills fees in advance, on an exceptional basis, refunds are given on a prorated
      basis, based on the number of days remaining in a quarter at the point of termination. The fee
      refunded will be the balance of the fees collected in advance minus the daily rate* times the number
      of days in the quarter up to and including the day of termination. (*The daily rate is calculated by
      dividing the quarterly AUM fee by the number of days in the termination quarter). Clients may
      terminate their contracts without penalty within 5 business days of signing the advisory contract.
      Advisory fees are withdrawn directly from the client’s accounts with client written
      authorization.

      Additional Fee Information

      Clients may authorize the Adviser to directly debit management fees from client accounts on a
      quarterly basis. In such instances, management fees are prorated for each contribution and withdrawal
      made during the applicable calendar quarter. Accounts initiated or terminated during a calendar
      quarter will be charged a prorated fee. No prepaid fees are charged six months or more in advance.

      Alternatively, in some instances, clients may receive an invoice for fees, in which it may choose to
      pay AQUA directly for its billed fees for the relevant period.

      Adviser’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
      expenses which shall be incurred directly by the client. Clients may incur certain charges imposed
      by custodians, brokers, and other third parties such as fees charged by fund managers, custodial
      fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic funds
      fees, and other fees and taxes on brokerage account and securities transactions. Mutual funds and
      exchange traded funds also charge internal management fees, which are disclosed in a fund’s
      prospectus. It is the Adviser's policy not to accept "kick-backs" or retrocession fees from any third
      non-affiliated party providing services to the Adviser's clients. Neither the Adviser nor its related
      persons receive commissions, transaction-based compensation, trailers, or other sales-related fees
      from any third party in connection with client transactions.

      Estate Planning Services

      The adviser may conduct an initial estate planning assessment and refer the client to third party service
      providers, including lawyers and estate planning professionals, for the implementation of the plan.
      The Client may use any service provider for Estate Planning services.

      Item 12 further describes the factors that Adviser considers in selecting or recommending broker-
      dealers for client transactions and custody and in determining the reasonableness of their
      compensation (i.e. commissions).

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      Other Fees

      Portfolio Review and Consulting Services are provided at either a flat fee negotiated with the
      client at the time of the engagement or by the hour. Hourly fees are charged at the rate of
      $300.00 / hr.

      Flat/Fixed Fee services are negotiated with the client before the execution of the agreement and
      are based on the scope of the project.

      Minimum Fixed Fee per Project: $2,500.00*
      Maximum Fixed Fee per Project: $ 25,000.00*

      *Negotiable

      Aqua does not charge an additional fee for the selection of other advisors; furthermore, Aqua will
      exclude from its advisory fee calculations any assets actively managed by a third-party manager
      recommended by Aqua to the Client.

      Termination of the Agreement

      Although an Agreement between AQUA and its clients are ongoing agreements, the length of service
...

ITEM 7 - TYPES OF CLIENTS

      AQUA provides asset and/or portfolio management services to high-net-worth clients and
      individuals. The minimum dollar value for establishing an Account is generally $500,000. Initial
      investments of a lesser amount may be accepted at Adviser’s discretion.