Capital Markets IQ LLC

Item 5.       Fees and Compensation

         Unless otherwise agreed with you, we enter into a written investment management agreement with
you concerning our investment advisory services, a written planning agreement for our financial planning
services and an engagement letter or other agreement with respect to our business consulting services. All
our fees are negotiable. We do not have a standard fee schedule because each client is free to negotiate its
own fees with us. This means clients may pay different types and different amounts of fees (more or less)
for the same services.

          Types of Fees and Compensation

        While we may agree with a client on any number of fee structures, the most common fee structures
we use are as follows:

    •     Retail investment advisory clients – a percentage of assets under management, which is typically
          0% - 2.80% of the client’s portfolio balance. Our fees are charged quarterly in arrears (for prior
          quarter services). You may choose whether the fee will be calculated on either (i) the total value of
          your account on the last calendar day of the billing quarter, or (ii) the average account balance
          during the billing quarter. If you do not specify the calculation method, the fee is calculated using
          the total value of your account on the last calendar day of the billing quarter. For accounts which
          are opened/closed during the billing period, fees will be prorated to cover only that period in which
          the account was managed by CMIQ.

          When an IAR initially joins CMIQ, client accounts may be transitioned to CMIQ. It could take
          some time to move the client’s account or be granted access by the custodian. In such a case, the
          client is billed for the transition period as agreed with the client.

          Certain retail clients have negotiated a progressive fee with us. A progressive fee is a tiered
          schedule with established thresholds. As the value of account assets increases beyond established
          thresholds, the fee is reduced for assets beyond the threshold, which equates to a blended fee. For

    example, assume a client’s assets under management are $5,000,000. The first threshold may be
    $1,000,000 with a fee of 2.0%, the second threshold $2,000,000 with a fee of 1.5% and the third
    threshold >$3,000,000 with a fee of 1.0%. Thus, the client would pay a blended fee of 1.5%.
    Related accounts may be aggregated for fee calculation purposes but only if agreed between you
    and CMIQ.

    Certain clients have negotiated a flat fee with us for one-time investment advice (not continuous
    management) which is billed in arrears, and due upon receipt of an invoice.

•   Financial planning clients – for ongoing financial planning services, flat fees billed monthly in
    arrears and due upon receipt of an invoice. Some clients engage us for one-time financial planning
    services for a flat fee.

•   Qualified clients (defined in Item 6 below) – incentive or performance fees based on profits
    determined under generally accepted accounting principles (“GAAP”) or the cash method of
    accounting, as agreed with the client. These fees may range from 0% - 20%. We may agree with a
    qualified client to use a high-water mark for calculating fees. The measurement date for this type
    of fee is generally the last day of each calendar quarter, unless otherwise agreed with the client.
    The fees are charged quarterly in arrears.

•   Alternative or private investments - Our role is conducting due diligence, providing administrative
    services, and responding to client questions. Our advisory fees are based on a percentage of assets
    under management. Our non-investment advisory fees are either (i) flat fees or (ii) based on the
    amount of assets for which we provide administrative services. These clients may be invoiced by
    us, or they may authorize the custodian to debit a custody account for these services, unless other
    payment arrangements are agreed upon.

•   Variable annuities - Our role is selecting investments from the limited offerings inside these
    annuities, responding to client questions and making changes to these products when needed. Our
    fees are based on a percentage of assets under management in these products. These clients may be
    invoiced by us, or they may authorize the custodian to debit a brokerage account for our services,
    or the client may direct the insurance entity to pay our fees, unless other payment arrangements are
    agreed upon.

•   Plan Sponsor Fees – Our fee for investment advisory services for plan sponsors varies based on the
    amount of assets we manage. Typically, fees are a fixed percentage of the assets under management.
    Our compensation range is 0.50% to 1.50% of the assets under management at the end of a given
    calendar quarter.

    For clients subject to ERISA and the Internal Revenue Code (the “Code”), CMIQ’s receipt of fees
    is subject to the restrictions imposed by ERISA and the Code and any applicable exemption thereto.
    Pursuant to Department of Labor Rule 408(b)(2), as a fiduciary and service provider to ERISA
    clients, advisers are required to make disclosures about their receipt of direct and indirect
    compensation. All direct compensation is in the form of investment advisory fees which are
    detailed in the investment management agreement with the client. Our general fee structure is
    outlined above. Indirect compensation, as defined in Rule 408(b)(c), includes items such as our
    receipt of soft dollars. To the extent permissible under Section 28(e) of the Securities Exchange
    Act of 1934, as amended, we may use soft dollars. Soft dollars are discussed more fully in Item 14
    below.

    •   Sub-adviser Fees – The Company may receive compensation pursuant to its agreements with other
...

Item 7.      Types of Clients

         We offer services to accredited investors, qualified clients, and retail clients as defined by the
federal securities laws. These may include, but are not limited to, the following types of clients:
         • Individuals
         • High net worth individuals and family offices

          •   Operating businesses
          •   Sponsors of private company defined contribution and defined benefit plans (qualified and non-
              qualified)
          •   Plan participants (403(b), 457, 401(k))
          •   Trusts
          •   Non-profit entities
          •   Non-U.S. citizens or non-U.S. residents

      The minimum relationship size of a retail client is $100,000, unless otherwise agreed by
management and the respective custodian.

         For retail clients, accounts must be held by a qualified custodian designated for retail clients, except
for alternative investments which the client has elected to hold directly. The respective custodian has its
own account opening, maintenance and compliance requirements. Each account must be approved by the
respective custodian.

        From time to time, the Company may serve as a sub-adviser to another registered investment
adviser firm. The assets managed are reported as AUM of the primary adviser and not included in our
AUM.