Butterworth Financial LLC

Item 5: Fees and Compensation

A. Fee Schedule

Lower fees for comparable services may be available from other sources.

Portfolio Management Fees

        Total Assets Under Management          Annual Fees
        $100,000 - $500,000                    1.50%

        $500,001 - $1,000,000                  1.25%

        $1,000,001 – AND UP                    1.00%

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period. The fee schedule is a straight-line tier. For
example, if a client has combined assets of $600,000, they would be charged 1.25%, if they
had combined assets of $200,000, they would be charged 1.5% and if they had $1,200,000
of combined assets, they would be charged 1%.

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 BFL's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

Financial Planning Fees

Fixed Fees

The negotiated fixed rate for creating client financial plans is between $500 and $5,000.
Fees are negotiable based upon the type of client, the complexity of the client’s situation,
and the complexity of the plan.

Hourly Fees

The negotiated hourly rate is $250 per hour.

Clients may terminate the agreement without penalty, for full refund of BFL’s fees, within
five business days of signing the Financial Planning Agreement. Thereafter, clients may
terminate the Financial Planning Agreement generally upon written notice.

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Asset-based portfolio management fees are withdrawn directly from the client's accounts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 advance.

Payment of Financial Planning Fees

Financial planning fees are paid via check.

Fixed financial planning fees are paid 50% in advance, but never more than six months in
advance, with the remainder due upon presentation of the plan.

Hourly fees will be collected in arrears.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e. custodian fees($40
annually for retirement accounts and $0 for OMP accounts), brokerage fees, mutual fund
fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses
charged by BFL. Please see Item 12 of this brochure regarding broker-dealer/custodian.

D. Prepayment of Fees

BFL collects fees in advance. Refunds for fees paid in advance but not yet earned will be
refunded on a prorated basis and returned within fourteen days to the client via check, or
return deposit back into the client’s account.

For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
the fees collected in advance minus the daily rate* times the number of days elapsed in
the billing period up to and including the day of termination. (*The daily rate is calculated
by dividing the annual asset-based fee rate by 365.)

Fixed fees that are collected in advance will be refunded based on the prorated amount of
work completed at the point of termination.

E. Outside Compensation For the Sale of Securities to Clients

Mark Spencer Butterworth in his outside business activities (see Item 10 below) is licensed
to accept compensation for the sale of investment products to BFL clients. This presents a
conflict of interest and gives the supervised person an incentive to recommend products
based on the compensation received rather than on the client’s needs. When
recommending the sale of securities or investment products for which the supervised
persons receives compensation, BFL will document the conflict of interest in the client file

       and inform the client of the conflict of interest. Clients always have the right to decide
       whether to purchase BFL-recommended products and, if purchasing, have the right to
       purchase those products through other brokers or agents that are not affiliated with BFL.

Item 7: Types of Clients

BFL generally provides advisory services to the following types of clients:

       ❖       Individuals
       ❖       High-Net-Worth Individuals

There is an account minimum of $100,000, which may be waived by BFL in its discretion.