JP Wealth Management Inc

Item 5. Fees and Compensation
         JPWM offers its services on a fee basis, which includes hourly and/or fixed fees, as well as fees based
         upon assets under management.

         Financial Planning and Consulting Fees

         JPWM charges a fixed fee and/or hourly fee for financial planning and consulting services.

         Investment management clients can engage JPWM to provide a financial plan (which may include non-
         investment related matters). JPWM’s investment management fee, as described below, is generally
         inclusive of any investment-related consulting services. In addition, JPWM generally waives financial
         planning fees for new clients.

         Alternatively, JPWM can be engaged to provide a less comprehensive investment policy statement on an
         hourly basis at a rate of $200 per hour. JPWM may also charge a fee of $200 on an hourly rate basis to
         non-investment management and investment management clients that require a disproportionate amount
         of financial planning and/or consulting services.

         Prior to engaging JPWM to provide financial planning and/or consulting services, the client is required to
         enter into a written agreement with JPWM setting forth the terms and conditions of the engagement.
         Generally, JPWM requires one-half of the financial planning and/or consulting fee (estimated hourly)
         payable upon entering the written agreement. The balance is generally due upon delivery of the financial
         plan or completion of the agreed upon services.

         Investment Management Fees

         JPWM provides investment management services for an annual fee based upon a percentage of the
         market value of the assets being managed by JPWM. The annual fee varies (between 0.40% and 1.00%)
         depending upon the market value of the assets under management, as follows:

                                      PORTFOLIO VALUE                   ANNUAL FEE

                                           up to $1,000,000                 1.00%
                                    $1,000,001 - $6,000,000                 0.75%
                                    $6,000,001 - $10,000,000                0.50%
                                          above $10,000,000                 0.40%

         JPWM’s annual fee is prorated and charged monthly, in advance, based upon the market value of the
         assets being managed by JPWM on the last day of the previous month. JPWM’s annual fee is exclusive
         of, and in addition to, brokerage commissions, transaction fees and other related costs and expenses

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         which are incurred by the client. JPWM does not, however, receive any portion of these commissions,
         fees and costs.

         Fee Discretion

         JPWM, in its sole discretion, may negotiate to charge a lesser advisory 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, pre-existing client, account retention, pro bono
         activities, etc.).

         Fees Charged by Financial Institutions

         As further discussed in response to Item 12 (below), JPWM generally recommends that clients utilize the
         brokerage and clearing services of Charles Schwab & Co., Inc. (“Schwab”) for investment management
         accounts.

         JPWM may only implement its investment management recommendations after the client has arranged
         for and furnished JPWM with all information and authorization regarding accounts with appropriate
         financial institutions. Financial institutions include, but are not limited to, Schwab, any other broker-dealer
         recommended by JPWM, broker-dealer directed by the client, trust companies, banks etc. (collectively
         referred to herein as the “Financial Institutions”).

         Clients will incur certain charges imposed by the Financial Institutions and other third parties such as
         custodial fees, charges imposed directly by a mutual fund or ETF in the account, which are disclosed in
         the fund’s prospectus (e.g., fund management fees and other fund expenses), 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.         Additionally, for assets outside of any wrap fee
         programs, clients will incur brokerage commissions and transaction fees.            Such charges, fees and
         commissions are exclusive of and in addition to JPWM’s fee.

         Fee Debit

         JPWM’s Agreement and the separate agreement with any Financial Institutions authorize JPWM to debit
         the client’s account for the amount of JPWM’s fee and to directly remit that management fee to JPWM.
         Any Financial Institutions recommended by JPWM have agreed to send a statement to the client, at least
         quarterly, indicating all amounts disbursed from the account including the amount of management fees
         paid directly to JPWM.

         Fees for Management During Partial Months of Service

         For the initial period of investment management services, the fees are calculated on a pro rata basis.

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         The Agreement between JPWM and the client will continue in effect until terminated by either party
         pursuant to the terms of the Agreement. JPWM’s fees are prorated through the date of termination and
...

Item 7. Types of Clients
          JPWM provides its services to individuals, pension and profit sharing plans, trusts, estates, charitable
          organizations, corporations and business entities.

          Minimum Fee

          As a condition for starting and maintaining a relationship, JPWM generally imposes a minimum annual
          fee of $10,000. This minimum fee may have the effect of making JPWM’s service impractical for clients,
          particularly those with portfolios less than $1,000,000 under JPWM’s management. JPWM, in its sole
          discretion, may waive its minimum annual fee 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.

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