Five Oceans Advisors LLC

Item 5: Fees and Compensation
        A. Fee Schedule

       Five Oceans offers its services on a fee basis, which includes fees based upon assets
under management or fixed fees, depending on the client relationship.

        Fees
         Clients generally pay 1.00% (100 basis points) based on the market value of the assets
being managed by the Firm, although that amount may be higher or lower depending on various
circumstances. Although Five Oceans does not have a minimum account size, it may set a fixed
fee based on client situations and as a result, the fixed fee may cause our typical 100 basis points
to be higher. Fixed fees, as well as AUM fees, are based on various factors such as investable
assets, administration, reporting, oversight, financial planning, estate planning, client complexity
as well as assets under advisement. The amount of Five Oceans’ minimum fee is $625 (i.e.,
$2,500
÷ 4), each quarter. Fixed fees will increase by 3% annually. The annual fee for Five Oceans’
services is prorated and typically is charged in advance on a quarterly basis, with the exception of
Betterment clients in which case the fee is charged in arrears.

        Fee Discretion
         Five Oceans, in its sole discretion, may negotiate to charge a greater or lesser fee based
upon certain criteria, such as the complexity of the client’s portfolio, the level of expertise
required to service the account, the staff time involved in servicing the account, potential value
added to the client for the services to be provided, pre-existing client relationships, anticipated
future additional assets, dollar amount of assets to be managed, account retention and pro bono
activities among other factors. Related client accounts may be aggregated for purposes of
calculating fees. Five Oceans may waive its advisory fee at any time when it deems it appropriate
and/or necessary. Clients may terminate the agreement without penalty for a full refund of Five
Oceans’ fees within five business days of signing the Investment Advisory Agreement. Thereafter,
clients may terminate the Investment Advisory Agreement immediately upon written notice.

        Use of Margin
          Where appropriate, Five Oceans is authorized to use margin in the management of the
client’s investment portfolio. In these cases, the fee payable will be assessed gross of margin
such that the market value of the client’s account and corresponding fee payable by the client to
Five Oceans will be increased.

​           B. Payment of Fees​

            Payment of Fees
             Clients generally provide Five Oceans and/or the Independent Managers with the
    authority to directly debit their accounts for payment of the Firm’s advisory fees. The Financial
    Institutions that act as qualified custodian for client accounts have agreed to send statements to
    clients not less than quarterly detailing all account transactions, including any amounts paid to
    Five Oceans. Alternatively, clients may elect to have Five Oceans send them an invoice for direct
    payment.

             Fees for selection of Betterment LLC as third-party adviser are withdrawn directly from
    the client's accounts with client's written authorization by Betterment LLC. Betterment LLC will
    then pay Five Oceans the portion of the fee earned. Betterment LLC’s fees are paid quarterly in
    arrears. These fees are negotiable.

            The timing, frequency, and method of paying fees for selection of third-party managers
    will depend on the specific third-party adviser selected.

​           C. Client Responsibility for Third Party Fees​

            In addition to the advisory fees paid to Five Oceans, clients bear certain charges that are
    imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and
    other financial institutions (collectively “Financial Institutions”). These additional charges may
    include securities brokerage commissions, transaction fees, custodial fees, fees charged by the
    Independent Managers, charges imposed directly by a mutual fund or ETF in a client’s account,
    as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses),
    margin costs, reporting charges, deferred sales charges, odd-lot differentials, transfer taxes, wire
    transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities
    transactions. Five Oceans’ brokerage practices are described at length in Item 12 below.

​           D. Prepayment of Fees​

             The annual fee for Five Oceans’ services is prorated and typically is charged in advance
    on a quarterly basis, with the exception of Betterment clients in which case the fee is charged in
    arrears. In the event the Agreement is terminated, the fee for the final billing period is prorated
    through the effective date of the termination and the outstanding balance is charged to the
    client, as appropriate, or any prospective payment in excess of the prorated portion is credited
    to the client’s account.

       Neither Five Oceans 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
        Five Oceans generally provides advisory services to the following types of clients:
Individuals, trusts, estates, family entities, charitable organizations, business/corporations and
other business entities.