Massachusetts Wealth Management LLC

Item 5: Fees and Compensation

5(A) Description of Fees for Discretionary Investment Management Services
     The annual fee for the Firm’s Discretionary Investment Management Services is charged as a
     percentage of assets under management (“AUM”) according to the graduated fee table below. AUM is
     based on the account value of each “household”. A “household” combines accounts/assets of the same
     household for purposes of calculating fees. Fees may be negotiable and MWM may set a flat fee that
     results in a lower fee than the table described below. The Firm will not charge a flat fee that is greater
     than the graduated fee table below.

                 Assets Under Management                        Annualized Investment Management Fee
                                                                            Percentage (%)
                    Less than $4 million                                          1.00%
                  $4,000,000 - $10,000000                                         0.75%
                      Over $10 million                                            0.50%

     With a graduated fee schedule, different asset levels are assessed different fees. This way, all clients
     regardless of account size pay the same percentage fee on the same asset level. As an example, utilizing
     the full fee table the fee for a client with assets under management of $15 million would be calculated
     as follows:

       $4.0 million x 1% = $40,000
       $6.0 million x .75% = $45,000
       $5.0 million x .50% = $25,000

     Annualized fee = $110,000 or 0.73%. However, fees are paid quarterly, so the fee would be assessed at
     $27,500 or approximately 0.1835% with a recalculation every three months to reflect changes in market
     value. If the market value declines, the annualized fee will decline if the market value increases, the
     annualized fee will increase.

5(B) Payment Methods
     Fees for Discretionary Investment Management Services are payable quarterly in arrears. Fees will be
     based on the average daily account value by the annual fee rate and a period factor (number of days in
     the period/365). Fee deductions based on this valuation are generally deducted the next business day
     following the last trading day of the quarter. In any partial calendar quarter, the fee will be prorated
     based on the number of days that the account was opened during the calendar quarter. Clients receive

        a detailed fee calculation statement each quarter displaying the average daily account value and fee
        computation.

        By utilizing one of MWM's required qualified custodians, Fidelity Institutional 2 ("Fidelity"), Charles
        Schwab & Co. ("Schwab"), or UBS Financial Services Inc. ("UBS"), fees are deducted directly from client
        accounts. Clients will receive custody statements from their selected qualified custodian on at least a
        quarterly basis. Custody statements should be reviewed carefully to ensure your fee is calculated
        accurately. Should you believe your fee has been calculated inaccurately, please contact MWM
        promptly to resolve this issue.

    5(C) Other Fees and Expenses
        Note the "annualized fee" excludes brokerage costs such as commissions, markups, markdowns, ticket
        charges, and underlying operating expenses of exchange-traded funds (“ETFs) and mutual funds; MWM
        does not receive or share any of such fees. However, should MWM recommend that the client purchase
        or hold mutual funds3 or ETFs, effectively, clients are subject to two (2) layers of fees:

        1)   Direct investment management fee (up to a maximum of 1% annual fee), and
        2)   Indirect advisory fees (that is, the advisory fee paid by the mutual fund or ETF (the "fund") to the
             adviser of the fund.

Please carefully review "Item 12 – Brokerage Practices" for a detailed treatment of brokerage costs.

    5(D) Timing of Fee Payment, Termination Provisions, and Refunds
        Before providing Discretionary Investment Management Services, a client will be required to enter into
        a written Discretionary Investment Management Agreement (the "Agreement"). The Agreement sets
        forth the terms and conditions of the engagement and describes the scope of services to be provided.
        As stated previously in "5(B) – Payment Methods", fees are paid each calendar quarter in arrears.
        Clients have the right to terminate the Agreement by written notice. The Agreement will continue in
        effect until terminated by either party via written notice to the other party.

        Prorated Fees Upon Termination
          In the event that a client terminates their agreement in the middle of a quarterly billing period, any fees
          charged for that period will be prorated based on the number of days services were provided in the
          final partial billing quarter. The CCO or his designee will oversee the calculation of the prorated fee
          owed upon receiving a notice of termination from the client. Clients will only be charged the prorated
          fee and will not owe any additional amounts for the final partial billing period.

    5(E) No Compensation for the Sale of Securities
        Neither MWM nor its supervised persons receive any compensation from the purchase or sale of
        securities.

Item 7: Types of Clients

 MWM offers its Discretionary Investment Management Services ("DIMS") to a wide range of clients, including
 individuals, high net worth individuals, retirement plans, endowments, and charitable organizations. The Firm's
 minimum account size is generally established at $1,000,000. Furthermore, the Firm typically expects clients to
 maintain a minimum account balance of $100,000. The minimum account size for establishing an account and the
 minimum account balance to maintain an account may be negotiable.