Flynn Zito Capital Management LLC

Item 5. Fees & Compensation

     Compensation for Our Advisory Services

     Comprehensive Wealth Management:

     The maximum annual fee charged for this service will not exceed 1.75%. The signed custodian’s account
     application establishes the agreed upon fee at the inception of the account and is subject to subsequent
     revisions. Our firm has discretion to lower advisory fees for our advisory clients. Conversely, increasing advisory
     fees require us to obtain the advisory client’s signature. Fees are billed on a pro-rata basis quarterly in advance

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     based on the value of the account(s) on the last day of the previous quarter. If you move assets into or out of
     your account during the quarter, your fee is pro-rated so that you are charged only for the time your assets are
     in the account. Our firm bills on cash and cash equivalents. Fees are negotiable and will be deducted from the
     account(s). Please note that fees will be adjusted for deposits and withdrawals made during the quarter. If
     accounts are opened during the quarter, the pro-rata advisory fees will be deducted during the next regularly
     scheduled billing cycle. Fees are normally debited proportionately from each account. However, if you prefer,
     you can receive a direct bill for any account you choose. The majority of our firm’s legacy clients may be charged
     differently from the fee schedule stated above, as the actual fees being charged to such clients vary and are
     negotiable.

     As part of this process, you understand the following:

          a) LPL as the client’s custodian sends statements at least quarterly, showing all disbursements for each
             account, including the amount of the advisory fees paid to our firm;
          b) Clients provide authorization permitting LPL to deduct these fees;
          c) LPL calculates the advisory fees for all fee schedules and deducts them from the client’s account.

    For the sub-advisory service rendered, LPL Financial will collect the combined fee. Our firm will receive a
    portion not to exceed the above fee schedule and the sub-advisor will receive their portion from LPL.

    Investment Management:

    The maximum annual fee charged for this service will not exceed 1.65%. The signed custodian’s account
    application establishes the agreed upon fee at the inception of the account and is subject to subsequent
    revisions. Our firm has discretion to lower advisory fees for our advisory clients. Conversely, increasing advisory
    fees require us to obtain the advisory client’s signature. Fees are billed on a pro-rata basis quarterly in advance
    based on the value of the account(s) on the last day of the previous quarter. If you move assets into or out of
    your account during the quarter, your fee is pro-rated so that you are charged only for the time your assets are
    in the account. Our firm bills on cash and cash equivalents. Fees are negotiable and will be deducted from the
    account(s). Please note that fees will be adjusted for deposits and withdrawals made during the quarter. If
    accounts are opened during the quarter, the pro-rata advisory fees will be deducted during the next regularly
    scheduled billing cycle. Fees are normally debited proportionately from each account. However, if you prefer,
    you can receive a direct bill for any account you choose. The majority of our firm’s legacy clients may be charged
    differently from the fee schedule stated above, as the actual fees being charged to such clients vary and are
    negotiable.

    As part of this process, you understand the following:

         a) LPL as the client’s custodian sends statements at least quarterly, showing all disbursements for each
            account, including the amount of the advisory fees paid to our firm;
         b) Clients provide authorization permitting LPL to deduct these fees;
         c) LPL calculates the advisory fees for all fee schedules and deducts them from the client’s account.

    For the sub-advisory service rendered, LPL Financial will collect the combined fee, our firm will receive a
    portion not to exceed the above fee schedule and the sub-advisor will receive their portion from LPL.

    Retirement Plan Consulting

     Our Retirement Plan Consulting services are billed on an hourly or flat fee basis, or a fee based on the
     percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is
     based on the scope and complexity of our engagement with the client. The maximum hourly fee to be charged
     will not exceed $750. Our flat fees range from $2,500 to $10,000. The Flynn Zito portion of Fees are based on

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     a percentage of managed Plan assets that will not exceed 1.00%. The fee-paying arrangements for Retirement
     Plan Consulting service will be determined on a case-by-case basis and will be detailed in the signed consulting
     agreement. Clients will generally be invoiced directly for the fees.

     Advice Only Financial Planning & Consulting:

     We charge on an hourly or flat fee basis for advice only financial planning and consulting services. The total
     estimated fee, as well as the ultimate fee that we charge you, is based on the scope and complexity of our
     engagement with you. Our maximum hourly fees are $750. Flat fees generally range from $2,500 to $10,000.
     We require a retainer of 50% of the ultimate advice only financial planning or consulting fee with the remainder
     of the fee directly billed to you and due to us within 30 days of your financial plan being delivered or
...

Item 7. Types of Clients & Account Requirements

     We have the following types of clients:
        • Individuals and High Net Worth Individuals;
        • Trusts, Estates or Charitable Organizations;
        • Pension, Profit Sharing Plans, and other Retirement Plans;
        • Corporations, limited liability companies and/or other business types.

     LPL Sponsored Advisory Programs have the following requirements:
        • MAN: A minimum account value of $100,000 is required. In certain instances, however, the minimum
            account size may be lower or higher.
        • MAS: A minimum account value of $50,000 is required. In certain instances, however, the minimum
            account size may be lower or higher.

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          •    MWP: A minimum account value of $10,000-$80,000 is required.
          •    OMP: A minimum account value of $10,000 is required.
          •    PWP: A minimum account value of $250,000 is required.