Kaizen Retirement Plan Advisors LLC

Item 5. Fees and Compensation___________________________________________________

   The following paragraphs detail the fee structure and compensation methodology for investment management.
   Each Client shall sign an Investment Advisory Agreement that details the responsibilities of Kaizen and the Client
   in addition to the detailed fee mutually agreed upon by Client and Kaizen.

   A. Fees for Advisory Services - Investment Advisory Fees are paid quarterly in arrears pursuant to the terms
      of the Investment Advisory Agreement. The period commences with the effective date of the Investment
      Advisory Agreement and continues a pro-rata basis through the first month. The quarterly period includes
      this partial month and goes to the end of the calendar quarter.

       Kaizen believes in providing its clients the freedom to choose their method for payment of fees. There are
       two methods of payment: basis point fee OR flat dollar fee.

       Basis Point Fee - The most common method of fee payment from Clients is based on a fixed percentage of
       the market value of assets under management at the end of each calendar quarterly period. Investment
       Advisory Fees depend on asset size, plan complexity and number of face- to face meetings and thus range
       from .05% to 1.00% of plan assets, depending on the size of plan assets and complexity of the Client
       relationship. Relationships with multiple objectives, specific reporting requirements, portfolio restrictions
       and other complexities may be charged a higher fee. For example: A portfolio with 1 million in assets
       might have an asset- based fee of 0.50% (50 basis points) annually. A 20-million-dollar portfolio may have
       an annual basis point fee of 0.10% annually.

       Flat Dollar Fee – The Client may elect to have the fees deducted from the account by electing a flat dollar
       fee. For example, the annual fee is a flat $10,000 for the calendar year. Accordingly, $2,500 would be
       deducted from plan assets each quarter.

       Kaizen’s maximum fee for investment advisory services is 1.00% of assets regardless of plan type, account
       registration or level of services rendered. There are no other fees or compensation Kaizen receives either
       directly or indirectly.

   Investment Advisory Fees in the first or last quarter of service may be prorated to the inception date of the
   account to the end of the quarterly period. Kaizen will typically pro rate fees for accounts where the investment
   management agreement is initiated or terminated on a date creating less than a full quarter of investment
   management for either the initial or final month of the Agreement, and fees not earned may be refunded to the
   Client. Kaizen reserves the right not to pro rate its fees. Fees may be negotiable at the discretion of the Advisor.
   The Client’s fees will take into consideration the aggregate assets under management with Advisor. All
   securities held in accounts managed by Kaizen will be independently valued by the designated Custodian.
   Kaizen will not have the authority or responsibility to value portfolio securities.

   B. Fee Billing - Investment Advisory Fees will be automatically deducted from the Client Account by the
      Custodian per the advisor agreement. For Clients that want to pay Advisor fee separate from plan assets,
      The Advisor will send an invoice to the Client indicating the amount of the fee to be submitted. The
      amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the total assets under
      management with Kaizen at the end of each quarterly period. Clients will be provided with a statement, at
      least quarterly, from the Custodian reflecting deduction of the Investment Advisory Fee. Clients provide
      written authorization permitting Kaizen to be paid directly from their accounts held by the Custodian as
      part of the Investment Advisory Agreement and separate account forms provided by the Custodian

   C. Other Fees and Expenses - Clients may incur certain fees or charges imposed by third-parties, other
      than Kaizen, in connection with investment made on behalf of the Client’s account[s]. The Client is
      responsible for all custodial and securities execution fees charged by the custodian and executing broker-
      dealer. The Investment Advisory Fee charged by Kaizen is separate and distinct from these custodian and
      execution fees. In addition, all fees paid to Kaizen for investment advisory services are separate and distinct
      from the expenses charged by mutual funds and exchange traded funds to their shareholders, if applicable.

         These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be
         used to pay management fees for the funds, other fund expenses, account administration (e.g., custody,
         brokerage and account reporting), and a possible distribution fee.

         D. Payment of Fees and Termination- Kaizen is typically compensated for its services in arrears in
         the quarter ending in which investment advisory services are rendered. Clients may request to terminate
         their Investment Advisory Agreement with Kaizen, in whole or in part, by providing thirty (30) days
         advance written notice. The Client shall be responsible for Investment Advisory Fees up to and including
         the effective date of termination. Kaizen reserves the right not to pro rate its fees if the client does not
         inform Kaizen of request to terminate services without the 30 day advance written notice as detailed in the
         advisory agreement. The Client’s Investment Advisory Agreement with the Advisor is non-transferable
         without Client’s written approval.
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Item 7 – Types of Clients________________________________________________________

Kaizen provides investment advisory services to the following types of Clients:

        401k, defined benefit pension, 403(B), Money Purchase, target benefit and cash balance plans.
        Individuals – private investors, investing their personal assets

The relative percentage each type of Client is available on Kaizens Form ADV Part 1. These percentages will
change over time due to new clients and market fluctuations. Kaizen generally requires a minimum account size of
$500,000 to effectively implement its investment process.