Millennium Investment and Retirement Advisors LLC

Item 5 - Fees and Compensation
      Description
         MILLENNIUM bases its fees on a percentage of assets under management, hourly fees and fixed fees.
         Some Agreements can be priced based on the complexity of work, especially when asset management is not
         the most significant part of the relationship.

     Fee Billing
         Fees for Asset Management Services

         The annual fee for Asset Management Services is 1% and is negotiable based on a percentage of the investable
         assets. Asset management fees are billed quarterly, in advance or arrears, meaning that we can invoice you
         either before or after the three-month billing period has begun or ended, as applicable.

    Fees for Retirement Plan Services

    Fees for our Fiduciary Management Services are charged an annual fee that is calculated as a percentage of
    the value of plan assets. This fee is negotiable based upon the complexity of the plan, the size of the plan
    assets, the actual services requested, the representative providing the services and the potential for
    additional deposits.
    If MILLENNIUM charges an annual fee based upon the value of the plan assets, we charge an annual fee of
    .01% to 1%.
    Fees for our 401K Plan Advisory Services are charged an annual fee of .01% to 1%. This fee is negotiable
    based upon the complexity of the plan, the size of the plan assets, the actual services requested, the
    representative providing the services and the potential for additional deposits.
    All advisory fees are billed in arrears (at the end of the current billing period) on a quarterly calendar basis
    and calculated based on the fair market value of your account. Fees are prorated (based on the number of
    days service is provided during the initial billing period) for your account opened at any time other than the
    beginning of the billing period.

    Clients can elect to have the fee deducted from their account or billed directly and due upon receipt of the
    billing notice. If clients elect to have the fee automatically deducted from an existing account, they are
    required to provide the custodian with written authorization to deduct the fees from the account and pay the
    fees to MILLENNIUM. MILLENNIUM provides the custodian with a fee notification statement.
    Either party may terminate services by providing written notice of termination to the other party. If services
    are terminated within five business days of signing the client agreement, services are terminated without
    penalty.
    MILLENNIUM does not reasonably expect to receive any other compensation, direct or indirect, for its
    Services. If we receive any other compensation for such services, we will (i) offset that compensation against
    our stated fees, and (ii) will disclose the amount of such compensation, the services rendered for such
    compensation and the payer of such compensation to you.

    Fees for Consulting Services

    The hourly rate for our Consulting Engagements is $300 and this fee is negotiable.
    Hourly fee-based clients are billed upon completion of work performed by MILLENNIUM for the Client. If the
    final fee is not paid by the Client upon completion of the work by MILLENNIUM, the Client is required to pay the
    fee within 5 days of delivery of the invoice by MILLENNIUM. If the Client terminates the Agreement with
    MILLENNIUM prior to MILLENNIUM’s completion of the work, any fees due MILLENNIUM will be invoiced to
    the Client and payable within 5 days of delivery of the invoice.

Other Fees
    Custodians can charge transaction fees on purchases or sales of certain mutual funds and exchange-traded
    funds. These transaction charges are usually small and incidental to the purchase or sale of a security. The
    selection of the security is more important than the nominal fee that the custodian charges to buy or sell the
    security.

    MILLENNIUM, in its sole discretion, can waive its minimum fee and/or charge a lesser investment advisory fee
    based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity,
    anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account
    composition, negotiations with clients, etc.).

    New Advisory Service Agreement fees are calculated on a formula basis and adjusted for complexity of
    individual situations. The formula is based on gross income, gross assets and other financial considerations.

Retainer and Consulting Agreement
    In rare circumstances, a Retainer Agreement is executed in lieu of an Advisory Service Agreement when it is
    more appropriate to work on a fixed-fee basis. The annual fee for a Retainer Agreement is negotiable.

           Payment of the Retainer Agreement is due to be paid to MILLENNIUM upon MILLENNIUM’s completion of the
           work agreed to within the Retainer Agreement. If Client terminates the Retainer Agreement and any fees are
           due MILLENNIUM for work performed, MILLENNIUM will invoice the Client. The invoice is payable within 5
           days of delivery to the Client.

      Expense Ratios
           Mutual funds can charge a management fee for their services as investment managers. The management fee
           is called an expense ratio. For example, an expense ratio of 0.50 means that the mutual fund company charges
           0.5% for its services. These fees are in addition to the fees paid by you to MILLENNIUM.

           Performance figures quoted by mutual fund companies in various publications are after their fees have been
           deducted.
      Past Due Accounts and Termination of Agreement
           MILLENNIUM reserves the right to stop work on any account that is more than 30 days overdue. In addition,
...

Item 7 - Types of Clients
      Description
           MILLENNIUM can provide investment advice to individuals, pension and profit sharing plans, trusts, estates, or
           charitable organizations, corporations or business entities.

           Client relationships vary in scope and length of service.
      Account Minimums
           We desire retirement plans to have at least one million and personal accounts at least one tenth of that level.
           The Compliance officers review the accounts annually to ensure that MILLENNIUM receives compensation of
           approximately three times cost which also factors in the labor and liability.

           MILLENNIUM has the discretion to waive the account minimum. Exceptions will apply to employees of
           MILLENNIUM and their relatives or relatives of existing clients.