Exclusive Resource Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management           Annual Fees
        $250,000 - $3,000,000                   1.00%

        The next, $3,000,001 - $4,999,000       0.80%

        The next, $5,000,000 - AND UP           0.60%

MWA uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of MWA's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract generally
with 30 days' written notice.

Financial Planning Fees

Fixed Fees

The negotiated fixed rate for creating client financial plans is between $350 and $10,000.

Hourly Fees

The negotiated hourly fee for these services is between $150 and $375.

Clients may terminate the agreement without penalty, for full refund of MWA’s fees,
within five business days of signing the Financial Planning Agreement. Thereafter, clients
may terminate the Financial Planning Agreement generally upon written notice.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Fees are paid in arrears.

Payment of Financial Planning Fees

Financial planning fees are paid via check.

Fixed financial planning fees are paid in arrears upon completion.

Hourly financial planning fees are paid in arrears upon completion.

C. Client Responsibility 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 MWA. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of Fees

MWA collects its fees in arrears. It does not collect fees in advance.

E. Outside Compensation For the Sale of Securities to Clients

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

Item 7: Types of Clients

MWA generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals

There is an account minimum of $250,000, which may be waived by MWA in its discretion.