Fifth Set Private Wealth Management LLC

Item 5 - Fees And Compensation

A. Advisory Fees

Portfolio Management Services

Portfolio Management Services fees may be charged as either an asset-based fee or a fixed
fee:

Asset-Based Fees

The annual fee for Portfolio Management Services will be charged as a percentage of assets
under management according to the following schedule:

                Assets Under Management                 Maximum Annual Fee (%)
                         $1 - $500,000                           1.25%
                     $500,001 - $5,000,000                       1.00%
                       Above $5,000,001                          0.75%

The Portfolio Management Services fee is pro rated and paid quarterly, in arrears, based
upon the account value on the last business day of the prior calendar quarter as valued by
the client’s custodian and deducted on the first day of the following calendar quarter. The
first quarter’s fee is pro rated based on the market value at the time cash is deposited or
assets are transferred into the account, and the number of days remaining in the quarter.
There are no fee adjustments for withdrawals or deposits made during a quarter.

At our discretion, we will combine the account values of family members to determine the
applicable advisory fee. For example, we may combine account values for you and your minor
and adult children, joint accounts with your spouse, and other types of related accounts.
Combining account values will typically increase the asset total, which could result in you
paying a reduced advisory fee based on the available breakpoints in our fee schedule stated
above

Fixed Fees

Fifth Set may elect to charge a flat annual fee in lieu of asset-based fees. These fees generally
range from $5,000 to $25,000 based on the complexity and needs of the client. Fees are
payable quarterly in arrears, with the first quarterly payment due at the end of the initial
quarter.

Hourly Fees

Fifth Set may elect to charge an hourly fee in addition to or in lieu of asset-based fees.
Hourly fees will be charged at a rate of up to $300 per hour depending on the length of time
it will take to complete the advisory service and on the nature and complexity of the
individual client’s personal circumstances.

B. Payment Method

Portfolio Management Services

There are two options a client may select from to pay Fifth Set’s advisory services fees:

Direct Debiting

Each quarter, Fifth Set will notify the client’s qualified custodian of the amount of the fee
due and payable to Fifth Set pursuant to the firm’s fee schedule and advisory agreement.
The qualified custodian will not validate or check Fifth Set’s fees, its corresponding
calculation or the assets on which the fee is based unless the client has retained their
services to do so. With the client’s pre-approval, the qualified custodian will “deduct” the fee
from the client’s account or, if the client has more than one account, from the account(s) the
client has designated to pay Fifth Set’s advisory fees.

Each month, the client will receive a statement directly from the qualified custodian showing
all transactions, positions and credits/debits into or from the client’s account. Statements
sent after quarter end will also reflect the advisory fee paid by the client to Fifth Set.

Billing

Each quarter, Fifth Set will issue the client an invoice for the firm’s services and the client
will pay Fifth Set by check or wire transfer. All fees are due and payable upon receipt of the
invoice or as negotiated and documented in the client’s advisory agreement.

C. Additional Information

Minimum Requirements

Fifth Set requires new clients have a minimum account size of $800,000 for portfolio
management services. Fifth Set, in its sole discretion, may accept clients with smaller

portfolios based upon certain criteria including anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, pre-existing client, account retention, and pro bono activities.
Fifth Set will only accept clients with less than the minimum portfolio size if, in the sole
opinion of the firm, the smaller portfolio size will not cause a substantial increase of
investment risk beyond the client’s identified risk tolerance. Fifth Set may aggregate the
portfolios of family members to meet the minimum portfolio size.

Fifth Set also requires a minimum quarterly fee of $2,500 (which equals $10,000 on an
annual basis) for portfolio management services. Fifth Set retains the right to reduce or
waive the minimum annual fee.

Fees Negotiable

Fifth Set retains the right to modify fees, including minimum account size and/or minimum
fee requirements, in its sole and absolute discretion, on a client-by-client basis. Factors
considered include the complexity and nature of the advisory services provided, anticipated
amount of assets to be placed under management, anticipated future additional assets,
related accounts, portfolio style, and account composition.

Mutual Fund Fees and Exchange Traded Funds

All fees paid to independent investment managers for investment management services are
separate and distinct from the fees and expenses charged by mutual funds and exchange-
traded funds to their shareholders. These fees and expenses are described in each fund's
prospectus. These fees will generally include a management fee and other fund expenses.

Miscellaneous Expenses

Fifth Set’s portfolio management fee with respect to each client account does not include
certain other charges and expenses, including (a) brokerage charges, which are paid on a
transactional basis, (b) dealer mark-ups or mark-downs on securities purchased or sold for
an account through third-party dealers and (c) taxes. Please see Item 12 on page 14 of this
brochure for detailed information about Fifth Set’s brokerage practices.

Professional Fees
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Item 7 - Types of Clients

A. Clients

Fifth Set provides investment management services to individuals, including high net worth
individuals, corporations and other business entities.

B. Engaging the Services of Fifth Set

All clients wishing to engage Fifth Set for advisory services must enter into the applicable
advisory agreement with Fifth Set as well as any other document or questionnaire provided
by the firm. The advisory agreement describes the services and responsibilities Fifth Set to
the client. It also outlines Fifth Set’s advisory fees in detail. In addition, clients must
complete certain broker-dealer/custodial documentation. Upon completion of these
documents, Fifth Set will be considered engaged by the client.

Clients are responsible for ensuring that Fifth Set is informed in a timely manner of changes
in investment objectives and risk tolerance.

C. Conditions for Managing Accounts

Fifth Set requires new clients have a minimum account size of $800,000 for portfolio
management services. Fifth Set, in its sole discretion, may accept clients with smaller
portfolios based upon certain criteria including anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, pre-existing client, account retention, and pro bono activities.
Fifth Set will only accept clients with less than the minimum portfolio size if, in the sole
opinion of the firm, the smaller portfolio size will not cause a substantial increase of
investment risk beyond the client’s identified risk tolerance. Fifth Set may aggregate the
portfolios of family members to meet the minimum portfolio size.

Fifth Set also requires a minimum quarterly fee of $2,500 (which equals $10,000 on an
annual basis) for portfolio management services. Fifth Set retains the right to reduce or
waive the minimum annual fee.