Cramer & Rauchegger Inc

Fees and Compensation

We offer our services on a fee-only basis. Our fee is calculated as follows:
[(number of days in the quarter) / (number of days in the year)] X [applicable
annual fee percentage] X [market value on the last day of the previous quarter].

Broker-dealers and other financial institutions that hold client accounts are
referred to as custodians. Your custodian determines the values of the assets in
your portfolio.

If a relationship begins on a day other than the first day of a calendar quarter,
the fees will be prorated for the first partial quarter and calculated based on the
initial account balance.

Investment Advisory Fees

Our fee schedule for Investment Advisory Services is as follows:

 $100,000 – 1 million         2.0%

 $1 – 5 million               1.5%

 $5 million and up

1   All fees are negotiable at our sole discretion.

Trustee Fees

Our fee schedule for Trustee Services is as follows:

      $100,000 – 1 million                       3.0%

      $1 – 5 million                             2.0%

      $5 million and up
2   All fees are negotiable at our sole discretion.

Fees for Selection of Other Advisers

We may charge you a separate fee for the selection of other advisers according
to the above schedule, or we may share in the advisory fee you pay directly to
the TPA. The advisory fee you pay to the TPA is established and payable in
accordance with the brochure provided by each TPA.
These fees may or may not be negotiable.

Our compensation may differ depending upon the individual agreement we
have with each TPA. As such, a conflict of interest exists where we may have
an incentive to choose one TPA with whom we have more favorable
compensation arrangements over another TPA or other advisory programs
offered by TPAs with whom we have less or no compensation arrangements.
We take our fiduciary responsibilities seriously and have policies and
procedures in place to address these conflicts.

Payment of Fees

You must authorize us to have the custodian pay us directly by charging your
account.

Your custodian provides you or your authorized agent with statements that
show the amount paid directly to us. You should review your custodian’s
statement and verify the calculation of our fees. Your custodian does not verify
the accuracy of fee calculations.

Other Potential Fees

In addition to our fees, you may be required to pay other charges such as:
   ▪ legal fees,

   ▪   tax preparation fees,
   ▪   bulk fax, copying, mailing or courier services,
   ▪   custodial fees,
   ▪   brokerage commissions,
   ▪   transaction fees,
   ▪   internal fees and expenses charged by mutual funds, variable annuities
       (“VAs”), or ETFs, and
   ▪   other fees and taxes on brokerage accounts and securities transactions.

As part of our investment advisory services to you, we may invest, or
recommend that you invest, in mutual funds, VAs and ETFs. The fees that you
pay to our firm for trustee and investment advisory services are separate and
distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each investment's prospectus) to their shareholders.
These fees will generally include a management fee and other fund expenses.

If mutual funds are purchased through your custodian or broker-dealer, you
may pay a transaction fee that would not be charged if the transactions were
made directly through the mutual fund company. Also, mutual funds held in
accounts at brokerage firms may pay internal fees that are different from funds
held at the mutual fund company. It is possible to purchase shares of mutual
funds directly from the mutual fund company without a transaction fee.
However, it may not be allowed in accordance with the terms of your trust.

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.

Termination

You must pay our advisory fees in advance of receiving our services. Should
either one of us terminate the trustee or advisory agreement we have entered
into before the end of a billing period, any unearned fees that were deducted
from your account will be returned to you by us. The amount refunded to you is
calculated by dividing the most recent advisory fee you paid by the total
number of days in the quarter. This daily fee is then multiplied by the number
of calendar days in the quarter that our agreement was in effect. This amount,
which equals the amount we earned for the partial quarter, is subtracted from
the total fee you paid in advance to determine your refund.

Performance-Based Fees and Side- by-Side Management

Performance-based fees are fees that are based on a share of capital gains or
capital appreciation of a client's account. Side-by-side management refers to

the practice of managing accounts that are charged performance-based fees
while at the same time managing accounts that are not charged performance-
based fees. We do not accept performance- based fees or participate in side-
by- side management. Our fees are calculated as described in the Fees and
Compensation section above, and are not charged on the basis of a share of
capital gains upon, or capital appreciation of, the funds in your advisory
account.

Types of Clients

We offer advisory services primarily to individuals and high net worth
individuals, including their businesses, trusts, estates and retirement accounts.
We do not have any minimums to open or maintain accounts at Cramer &
Rauchegger.

Methods of Analysis, Investment Strategies and Risk of
Loss

We will not perform quantitative or qualitative analysis of individual securities.
Instead, we will allocate your assets among various TPAs, ETFs, and/or mutual
funds. We primarily rely on investment model portfolios and strategies
developed by TPAs and their portfolio managers.

Actual model selection and portfolio weighting of each asset is determined by
your:
       ▪ financial needs,
       ▪ investment goals,
       ▪ risk tolerance,
       ▪ time horizon, and
       ▪ investment objectives.

Funds and managers are periodically monitored and can be removed from
accounts for a number of reasons.
Reasons for elimination may include:
       ▪   underperformance of the manager vs. peers or expectations,
       ▪   an increase in volatility of a manager's returns,
       ▪   an unwanted change or drift in strategy, or
       ▪   a change in management.
You may place reasonable restrictions on the strategies to be employed in your
portfolio and the types of investments to be held in your portfolio.

All investments involve risks that can result in loss:
    ▪ the loss of principal,
    ▪ a reduction in earnings (including interest, dividends and

       other distributions), and
   ▪   the loss of future earnings. Additionally, these risks may
       include:
   ▪   market risk,
   ▪   interest rate risk,
   ▪   issuer risk, and
   ▪   general economic risk.

Although we manage your portfolio in a manner consistent with your risk
tolerances, we cannot guarantee that our efforts will be successful. You should
be prepared to bear the risk of loss.