CWM Partners LLC

Item 5: Fees and Compensation

    A. Fee Schedule

    Portfolio Management Fees

            Total Assets Under Management           Annual Fee
            First $5,000,000                        1.00%

            Next $5,000,001-$10,000,000             0.75%
            Next $10,000,001-$25,000,000            0.50%

            Over $25,000,000                        0.40%

    These fees are generally negotiable, and the final fee schedule is explicitly stated in the Investment
    Advisory Contract.

    CWM fees are billed on a quarterly basis, in advance, based upon the quarter-end market value
    of the assets in the account(s). Deposits or withdrawals greater than $10,000 will trigger a fee
    adjustment.

    Selection of Other Advisers Fees

    CWM may direct clients to third-party investment advisers. CWM will receive its standard fee
    on top of the fee paid to the third-party adviser. This relationship will be memorialized in each
    contract between CWM and each third-party adviser. The fees will not exceed any limit imposed
    by any regulatory agency. The notice of termination requirement and payment of fees for third-
    party investment advisers will depend on the specific third-party adviser selected.

    Financial Planning and Consulting Fees

    The fee for creating client financial plans or consulting may be included in the portfolio
    management fees or may be charged independently as a flat fee. Clients may terminate the
    agreement without penalty, for a full refund of CWM’s fees, within five business days of signing
    the Financial Planning or Consulting Agreement. Thereafter, clients may terminate the Financial
    Planning or Consulting Agreement upon 30 days' written notice. The flat fees that we
    charge may range from $90,000 - $240,000. They may vary and could be higher or lower
    depending upon the complexity of the situation.

    Sub-Advisory Fees
    CWM has the option to also retain sub-advisors to assist in client management and investment
    selection. Depending on our agreement with the sub-advisor, we may collect client advisory fees
    and pay the sub-adviser their portion.

    Termination of Agreement

    Clients may terminate the agreement without penalty, for a full refund of CWM’s fees, within
    five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate
    the Investment Advisory Contract generally with thirty days’ written notice

    B. Payment of Fees

    Payment of Portfolio Management Fees

    Portfolio management fees are withdrawn directly from the client’s accounts with client’s written
    authorization. Fees are paid quarterly.

    Payment of Selection of Other Advisers Fees

    The timing, frequency, and method of paying fees for selection of third-party managers will
    depend on the specific third-party adviser selected and will be disclosed to the client prior to
    entering into a relationship with the third-party advisor.

    Payment of Financial Planning and Consulting Fees

    Financial planning and/or consulting fees may be included in the payment of portfolio
    management fees or may be invoiced separately.

    C. Clients Are Responsible for Third Party Fees

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

       D. Prepayment of Fees

       CWM collects fees in advance. Refunds for fees paid in advance will be returned within sixty
       business 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 the balance of the fees collected
       in advance minus the daily rate* times the number of days in the billing period up to and
       including the day of termination. (*The daily rate is calculated by dividing the annual asset-based
       fee by 365.)

       E. Outside Compensation for the Sale of Securities to Clients

       Neither CWM nor its supervised persons accept any compensation for the sale of securities or
       other investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

Item 7: Types of Clients
CWM generally provides advisory services to the following types of clients:

           ❖ High-Net-Worth Individuals
           ❖ Charitable Foundations
           ❖ Corporations and Family Businesses

Minimum Account Size

There is no account minimum.