Chas P Smith & Associates PA Cpa's

Item	5	–	Fees	and	Compensation
    All	fees	are	subject	to	negotiation.	 All	investment	fees	are	calculated	based	on	assets	under	management	and	are	not
    charged	 based	 on	a	share	of	capital	gains	upon	or	capital	appreciation	of	the	funds	or	any	portion	of	the	funds	of	an
    advisory	client.	 Fees	for	financial	planning	and	consulting	will	be	charged	either	on	an	hourly	basis	or	on	a	fixed-fee
    basis.	 CPS	may	waive	the	financial	planning	and	consulting	fee	for	those	clients	who	select	CPS	Investment	Advisors	for
    money	management	services.

    The	specific	way	fees	are	charged	by	CPS	is	established	in	a	client’s	written	agreement	with	CPS.	 CPS	will	generally	bill
    its	fees	in	advance	on	a	quarterly	basis.	 Fees	and	quarter-end	account	values	are	rounded	to	the	nearest	dollar.	 Clients
    may	also	elect	to	be	billed	directly	for	fees	or	to	authorize	CPS	to	directly	debit	fees	from	client	accounts.	Management
    fees	shall	not	be	prorated	for	each	capital	contribution	and	withdrawal	made	during	the	applicable	calendar	quarter.
    Accounts	initiated	or	terminated	during	a	calendar	quarter	will	be	charged	a	prorated	fee.	 Upon	termination	of	any
    account,	any	prepaid,	unearned	fees	will	be	promptly	refunded,	and	any	earned,	unpaid	fees	will	be	due	and	payable.
    The	client	has	the	right	to	terminate	an	agreement	without	penalty	within	five	business	days	after	entering	into	the
    agreement.

    CPS	fees	are	exclusive	of	brokerage	commissions,	transaction	fees,	and	other	related	costs	and	expenses	which	shall	be
    incurred	 by	 the	 client.	 Clients	 may	 incur	 certain	 charges	 imposed	 by	 custodians,	 brokers,	 and	 other	 third	 party
    investment	fees	such	as	those		charged	by	managers,	custodial	fees,	deferred	sales	charges,	odd-lot	differentials,	transfer
    taxes,	wire	transfer/electronic	fund	fees,	and	other	fees	and	taxes	on	brokerage	accounts	and	securities	transactions.
    Mutual	 funds	 and	 exchange-traded	 funds	 also	 charge	 internal	 management	 fees,	 which	 are	 disclosed	 in	 the	 fund’s
    prospectus.	 Such	charges,	fees,	and	commissions	are	exclusive	of	and	in	addition	to	CPS’	fee,	and	CPS	shall	not	receive
    any	portion	of	these	commissions,	fees,	and	costs.

    Clients	will	be	invoiced	in	advance,	at	the	beginning	of	each	calendar	quarter,	based	upon	the	month-end	values	(market
    value	or	fair	market	value	in	the	absence	of	market	value,	plus	any	margin	balance)	of	the	client's	account	during	the
    previous	 quarter.	 The	 value	 of	 the	 portfolio	 is	 determined	 on	 the	 nearest	 valuation	 date	 preceding	 the	 end	 of	 the
    quarter,	which	valuation	date	is	defined	as	the	last	day	of	the	month.

    Management	of	the	account	and	the	fee	commence	upon	the	signing	of	the	agreement,	unless	otherwise	agreed	upon.	If
    the	agreement	commences	other	than	at	the	beginning	of	a	quarter,	a	pro	rata	charge	will	be	made	for	the	initial	period
    the	portfolio	is	under	the	Advisor's	management	prior	to	the	beginning	of	a	quarter	on	the	amount	agreed	upon.

    Management	fees	do	not	include	wire	fees,	margin	interest,	overnight	or	registered	postage	charges,	mutual	fund	sales
    charges,	IRA	custodial	fees	or	transaction	charges.	 These	fees	are	charged	to	the	client	directly	by	the	mutual	fund	or
    custodian	when	incurred.

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

    All	fees	paid	to	CPS	for	investment	advisory	services	are	separate	and	distinct	from	the	fees	and	expenses	charged	by
    mutual	funds	to	their	shareholders.	 These	fees	and	expenses	are	described	in	each	fund's	prospectus.	 These	fees	will
    generally	include	a	management	fee,	other	fund	expenses,	and	a	possible	distribution	fee.	 If	the	fund	also	imposes	sales

    charges,	a	client	may	pay	an	initial	or	deferred	sales	charge.	 A	client	could	invest	in	a	mutual	fund	directly,	without	the
    services	of	CPS.	 In	that	case,	the	client	would	not	receive	the	services	provided	by	CPS	which	are	designed,	among	other
    things,	to	assist	the	client	in	determining	which	mutual	fund	or	funds	are	most	appropriate	to	each	client's	financial
    condition	and	objectives.	 Accordingly,	the	client	should	review	both	the	fees	charged	by	the	funds	and	the	fees	charged
    by	CPS	to	fully	understand	the	total	amount	of	fees	to	be	paid	by	the	client	and	to	thereby	evaluate	the	advisory	services
    being	provided.

    Direct
    Investment	Supervisory	Services:
    The	 annual	 fee	 for	 investment	 supervisory	 services	 will	 be	 charged	 as	 a	 percentage	 of	 assets	 under	 management,
    according	to	the	schedule	below:

    Assets	under	management	                            Annual	fees%
    The	portion	of	assets	between	$0-$3,000,000	        	 1.500%
    The	portion	of	assets	between	$3,000,001-$5,000,000		 	 1.000%
    The	portion	over	$5	million	                        	 	0.750%

    CPS	Investment	Advisors	401(k)	Services:
    The	 annual	 fee	 for	 investment	 supervisory	 services	 will	 be	 charged	 as	 a	 percentage	 of	 assets	 under	 management,
    according	to	the	schedule	below:

    Assets	under	management	                                 Annual	fees%
    The	portion	of	assets	up	to	$1,000,000,000	                1.000%
    The	portion	of	assets	over	$1,000,000,000	                 Negotiable

    401(k)	Pilot	Services:
    The	 annual	 fee	 for	 investment	 supervisory	 services	 will	 be	 charged	 as	 a	 percentage	 of	 assets	 under	 management,
    according	to	the	schedule	below:

    Assets	under	management	                            Annual	fees%
    The	portion	of	assets	between	$0-$3,000,000	        	 	1.500%
    The	portion	of	assets	between	$3,000,001-$5,000,000		 	 1.000%
    The	portion	of	assets	over	$5	million	              	 0.750%
...

Item	7	–	Types	of	Clients
    CPS	 provides	 portfolio	 management	 services	 to	 high	net	worth	 individuals,	 individuals,	 corporations,	 corporate
    pension	 and	 profit-sharing	 plans,	 charitable	 institutions,	 foundations,	 endowments,	 municipalities,	 and	 other
    U.S.	institutions.