Heritage Capital LLC

Item 5            Fees and Compensation

    A. The client can determine to engage Heritage Capital to provide discretionary investment
       advisory services on a fee basis.

         INVESTMENT ADVISORY SERVICES
         If a client determines to engage Heritage Capital to provide discretionary investment
         advisory services on a fee basis, Heritage Capital’s annual investment advisory fee shall be
         based upon a percentage (%) of the market value and type of assets placed under Heritage
         Capital’s management (between negotiable and 0.50% per quarter) as follows:

                  Market Value of Portfolio      % of Assets
                  Up to $1,000,000                        0.50% per calendar quarter
                  Over $1,000,000                         Negotiable

    B. Clients may elect to have Heritage Capital’s advisory fees deducted from their custodial
       account. Both Heritage Capital's Investment Advisory Agreement and the custodial/
       clearing agreement may authorize the custodian to debit the account for the amount of
       Heritage Capital's investment advisory fee and to directly remit that management fee to
       Heritage Capital in compliance with regulatory procedures. In the limited event that
       Heritage Capital bills the client directly, payment is due upon receipt of Heritage Capital’s
       invoice. Axos deducts fees quarterly in arrears based upon the average daily balance in the
       account during the billable period.

    C. As discussed below, unless the client directs otherwise or an individual client’s
       circumstances require, Heritage Capital shall generally recommend that Axos or the
       specific mutual fund or insurance company that issued the mutual fund or variable
       life/annuity product serve as the broker-dealer/custodian for client investment management
       assets. Broker-dealers such as Axos charge brokerage commissions and/or transaction fees
       for effecting certain securities transactions (i.e. transaction fees are charged for certain no-
       load mutual funds, commissions are charged for individual equity and fixed income
       securities transactions). In addition to Heritage Capital’s investment management fee,
       brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual
       fund and exchange traded fund purchases, charges imposed at the fund level (e.g.
       management fees and other fund expenses). (See Item 12 below, for more information
       about Heritage Capital’s recommendation of Brokers)

    D. Heritage Capital's annual investment advisory fee shall be prorated and paid. Heritage
       Capital’s quarterly investment advisory fee shall be prorated is billed quarterly in arrears
       based upon the average daily balance during the billable period for accounts custodied at
       Axos The Investment Advisory Agreement between Heritage Capital and the client will
       continue in effect until terminated by either party by written notice in accordance with the
       terms of the Investment Advisory Agreement. Upon termination, a pro-rated portion of the

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         earned but unpaid advisory fee shall be due.

    E. Clients may also engage Heritage Capital on an hourly basis for certain financial planning
       and portfolio construction and allocation services. Hourly rates are $300, billed in 20-
       minute increments and are payable at the completion of the project.

    F. Heritage, in its sole discretion, may waive its account minimum, charge a lesser investment
       advisory fee and/or charge a flat fee based upon certain criteria (i.e., anticipated future
       earning capacity, anticipated future additional assets, dollar amount of assets to be
       managed, related accounts, account composition, complexity of the engagement,
       anticipated services to be rendered, grandfathered fee schedules, employees and family
       members, courtesy accounts, referrals from existing clients, competition, negotiations with
       client, etc.) Please Note: As result of the above, similarly situated clients could pay
       different fees. In addition, similar advisory services may be available from other
       investment advisers for similar or lower fees. ANY QUESTIONS: Heritage’s Chief
       Compliance Officer, Paul Schatz, remains available to address any questions that a client
       or prospective client may have regarding advisory fees.

    G. Heritage also offers employer-sponsored retirement plan consulting services on a non-
       discretionary basis. The investment advisory fee for such services is 0.125% per quarter
       for the first $1,000,000 of plan assets and negotiable thereafter.

    H. Neither Heritage Capital, nor its representatives, accepts compensation from the sale of
       securities or other investment products.

Item 7            Types of Clients

         Heritage Capital’s clients shall generally include individuals, pension and profit sharing
         plans, business entities, trusts, estates and charitable organizations. Heritage Capital
         generally requires a $500,000 minimum asset level for investment advisory services. The
         Firm does not have a minimum fee. Heritage Capital, in its sole discretion, may reduce its
         investment management fee and/or reduce or waive its minimum asset requirement based
         upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional
         assets, dollar amount of assets to be managed, related accounts, account composition,
         negotiations with client, etc.).