Mission Prime LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

Percentage of Assets Under Management:

        Total Assets Under Management         Annual Fees
        $100,000 - $1,000,000                 1.50%

        $1,000,000 - $3,000,000               1.25%

        $3,000,000 - $5,000,000               1.00%

        $5,000,000 - $10,000,000              0.75%

        $10,000,000 - $25,000,000             0.50%

        $25,000,000 - $50,000,000             0.25%

        $50,000,000 - AND UP                  0.10%

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period.

These fees are generally negotiable, and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of MPL's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract generally
with 30 days' written notice.

Fixed Fees:

In certain instances, MPL will charge a fixed rate for their advisory fees. This fee ranges
from $20,000 to $150,000 per year and is decided on a case-by-case basis agreed upon by
both parties.

Selection of Other Advisers Fees

MPL will receive its standard fee on top of the fee paid to the third party adviser. This
relationship will be memorialized in each contract between MPL and each third-party
adviser. The fees will not exceed any limit imposed by any regulatory agency.

       B. Payment of Fees

       Payment of Portfolio Management Fees

       Asset-based portfolio management fees will be invoiced and billed directly to the client,
       on a quarterly basis. Fees are paid in advance.

       Fixed portfolio management fees will be invoiced and billed directly to the client on a
       monthly basis, paid via ACH. Fixed fees are paid in arrears.

       Payment of Selection of Other Advisers Fees

       The timing, frequency, and method of paying fees for selection of third-party managers
       will depend on the specific third-party adviser selected.

       C. Client Responsibility For Third Party Fees

       Clients are responsible for the payment of all third party fees (i.e. custodian fees,
       brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
       distinct from the fees and expenses charged by MPL. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Prepayment of Fees

       MPL collects fees in advance. Refunds for fees paid in advance but not yet earned will be
       refunded on a prorated basis and returned within fourteen days to the client via check.

       For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
       the fees collected in advance minus the daily rate* times the number of days elapsed in
       the billing period up to and including the day of termination. (*The daily rate is calculated
       by dividing the annual asset-based fee rate by 365.)

       E. Outside Compensation For the Sale of Securities to Clients

       Neither MPL nor its supervised persons accept any compensation for the sale of
       investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

Item 7: Types of Clients

MPL generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Pension and Profit Sharing Plans
       ❖      Corporations or Business Entities
       ❖      State or Municipal Government Entities
       ❖      Insurance Companies

There is an account minimum of $100,000, which may be waived by MPL in its discretion.