Minerva Wealth Advisory LLC

Item 5 Fees and Compensation
Advisory Fees

Minerva charges fees for financial planning services on an hourly rate or flat rate as negotiated with the
client. For portfolios managed by Minerva, fees are calculated as a percent of assets under
management as described below.

Minerva's hourly fee is $300/hr. or as negotiated with Client. Flat fees for financial planning will be a
minimum of $5,000.

Services to be provided and the anticipated fee range are detailed in the written Client Agreement.

Minerva is compensated for its advisory services by charging a fee based on the net market value of a
Client's Account. Minerva reserves the right, in its sole discretion, to negotiate, reduce or waive the
advisory fee for certain Client Accounts for any period of time determined by Minerva. In addition,
Minerva can reduce or waive its fees for the Accounts of some Clients without notice to, or fee
adjustment for, other Clients.

Minerva's advisory fees are based on a Client's aggregate assets under management, and will be
calculated according to the following fee schedule:

1.00% per year for the first $500,000 of assets under management, plus
0.75% per year for the next $500,000 of assets under management, plus
0.65% per year for the next $2,000,000 of assets under management, plus
0.55% per year for the next $2,000,000 of assets under management, plus
0.45% per year for the next $2,000,000 of assets under management, plus
0.35% per year for the next $5,000,000 of assets under management, plus
0.30% per year for assets under management above $12,000,000.

However, all advisory fees can be discounted at the discretion of the Advisor and with the agreement
of the Client(s). Minerva may negotiate the Client(s) fee based on various factors such as, but not
limited to, the complexity of the client's financial situation and circumstances, prior relationship with the
firm, or total assets to be managed. Advisory fees are charged on a quarterly basis as explained
below.

Minerva will bill its fees on a quarterly basis. Clients will be billed in arrears each calendar quarter.
Clients will authorize Minerva to directly debit fees from client accounts. Management fees shall be
prorated for each capital contribution and withdrawal made during the applicable calendar quarter (with
the exception of de minimis contributions and withdrawals). Accounts initiated or terminated during a
calendar quarter will be charged a prorated fee. Upon termination of any account, and any earned,
unpaid fees will be due and payable. In the very rare case that a client has pre-paid advisory fees, any
prepaid, unearned fees will be promptly refunded upon account termination.

Other Account Fees

Minerva is a "fee only" investment advisor, and other than its advisory fee described above, neither the
firm nor its employees receive or accept any direct or indirect compensation related to investments that
are purchased or sold for Client Accounts. This means that Clients will not be sold products or
services that create additional fees or compensation to benefit Minerva or its employees or its affiliates
other than those described in this Brochure. However, in addition to advisory fees, Clients may also
pay other fees or expenses to third parties. These third parties can include custodians, brokers and/or
third party outside portfolio managers and others.

Third party fees can include investment management fees charged by outside portfolio managers,
commissions on securities transactions, custodial fees, deferred sales charges, odd-lot differentials,
transfer taxes, wire transfer fees, electronic fund fees, and other fees and taxes on brokerage accounts
and securities transactions. The issuer of some of the securities or products we purchase for Clients,
such as ETFs, mutual funds, or other similar financial products, may charge product fees that affect
Clients. Minerva does not charge these fees directly to Clients and does not benefit directly or
indirectly from any such fees. For example, an ETF or a mutual fund typically includes embedded
expenses that may reduce the fund's net asset value, and therefore directly affect the fund's
performance and indirectly affect a Client's portfolio performance or an index benchmark comparison.

Expenses of an ETF may include management fees, custodian fees, brokerage commissions, and
legal and accounting fees. ETF or mutual fund expenses may change from time to time at the sole
discretion of the fund issuer.

Item 7 Types of Clients
Minerva provides financial planning and investment advisory services to individuals, couples, and
families.

The minimum amount required to open and maintain a Minerva Account is $500,000. We will combine
account values for you and your minor children, joint accounts with your spouse, and other types of
related accounts to meet the stated minimum. In certain cases, this minimum can be waived.
However, we have the right to terminate your Account if it falls below a minimum size which, in our sole
opinion, is too low to manage effectively.

At any time, a Client can terminate an Account, withdraw all or part of an Account, or update her
investment profile, which may initiate an adjustment in the Accounts' holdings.