Cypress Wealth Advisors LLC

Item 5.    Fees and Compensation

       Cypress is strictly a fee-only wealth management firm. We do not receive
commissions for purchasing or selling stocks, bonds, mutual funds, limited partnerships,
or other commissioned products. Cypress is not affiliated with entities that sell financial
products or securities. We do not accept commissions in any form. We receive no
compensation from sub-managers or investment vehicles for recommending or assigning
capital to them.

      Our advisory fees are based on a percentage of the market value of each client’s
assets under management according to the following schedule:

       0.75% on the first $25 million;

       0.50% on the next $50 million (from $25,000,001 to $75,000,000); and

       0.25% on assets above $75,000,000.

       These are annual fees, but they are pro-rated and billed quarterly, in advance
(meaning invoices are sent during the three-month billing period) based upon the total
value of your account at the end of the previous quarter. Payment in full is expected upon
invoice presentation. In order to facilitate billing, fees are usually deducted automatically
from a designated client account. The client must consent in advance to direct debiting
of their investment account. Clients that consent to direct debiting will receive a fee
statement showing the amount billed, the value of the client’s assets upon which the fee
was based, and the manner in which the fee was calculated.

        The initial quarterly fee is pro-rated as of the effective start date in the client
agreement through the end of the next calendar quarter. If a client terminates its
relationship with us, fees will be billed on a pro rata basis for the portion of the quarter
completed and we will refund any unearned portion of any advance payment. The
portfolio value at the completion of the prior full billing quarter is used as the basis for the

                                    Cypress Wealth Advisors

fee computation, adjusted for the number of days during the billing quarter prior to
termination.

       The minimum annual fee is $50,000.00. Client relationships may exist currently
and in the future where the fees differ from those set forth in the fee schedule above. For
example, Cypress, in its sole discretion, has the ability to waive its minimum fee or charge
a lesser investment advisory fee based upon certain criteria, such as historical
relationship, type of assets, anticipated future earning capacity, anticipated future
additional assets, and value of assets under management, related accounts, account
composition, negotiations with clients and other factors.

       In some circumstances, rather than charging fees according to portfolio value as
described above, we will provide consulting or advisory services on a fixed-fee basis. We
generally charge a $100,000 annual fee for these services, although this fee is negotiable
depending on the complexity of the work or the identity of the client. These fees are billed
quarterly and pro-rated from the effective date of the client relationship.

        As part of our investment advisory services, we may invest, or recommend that a
client invest, in mutual funds and exchange traded funds. The fees that a client pays to
our firm for investment advisory services are separate and distinct from the fees and
expenses that these funds charge their shareholders. Also, investors in our Funds
typically pay additional fees to the managers of the underlying funds that we select.
These fees will generally include a management, custodial and transfer agent fee and
other fund expenses. We receive no compensation from sub-managers or investment
vehicles for recommending or assigning capital to them. The Funds also pay market-
based fees to us for tax work.

       Our fees are exclusive of brokerage commissions, custodial fees, transaction fees
and other related costs and expenses. These charges and fees are typically imposed by
the broker-dealer or custodian through which client account transactions are executed.
We do not share in any portion of these commissions, fees and costs. Please refer to

Item 7.   Types of Clients

        Cypress generally provides investment advice to individuals, trusts, estates and
related charitable entities. We also serve as investment adviser to our Funds. Client
relationships vary in scope and length of service.

                                   Cypress Wealth Advisors

        The minimum account size for new client relationships is $10 million in assets
under management, although we have the discretion to waive the account minimum.
Accounts of less than $10 million may be set up when the client and Cypress anticipate
that the client will add additional funds to the accounts bringing the total to $10 million
within a reasonable time. Other exceptions will apply to employees of Cypress and their
relatives, or relatives of existing clients. Clients with assets below the minimum account
size may pay a higher percentage rate on their annual fees than the fees paid by clients
with greater assets under management. When an account falls below $6.67 million in
value, we charge the minimum annual fee of $50,000.00.

      Investment in our Funds generally requires a minimum investment of $10,000.00,
although we reserve the right to change that amount. Our Funds are only available to
“accredited investors” within the meaning of the Securities Act.