MLP3 LLC

Item 5           Fees and Compensation

                                  INVESTMENT MANAGEMENT SERVICES
         If a client determines to engage the Registrant to provide discretionary investment advisory
         services on a fee basis, the Registrant’s annual investment advisory fee shall be based upon a
         percentage (%) of the market value of the assets placed under the Registrant’s management,
         generally negotiable to a maximum annual management fee of 1.25%. Our pricing of
         investment management for variable annuity sub-accounts is also subject to this fee range.

         Fee Differentials. Registrant’s clients could pay diverse fees based upon the market value
         of their assets, the complexity of the engagement, the particular advisory program selected
         and the level and scope of the overall investment advisory services to be rendered, and
         client negotiations. As a result of these factors, similarly, situated clients could pay diverse

fees, and the services to be provided by Registrant to any particular client could be
available from other advisers at lower fees. All clients and prospective clients should be
guided accordingly. Before engaging Registrant to provide investment advisory services,
clients are required to enter into a discretionary Investment Advisory Agreement, setting
forth the terms and conditions of the engagement (including termination), which describes
the fees and services to be provided. ANY QUESTIONS: Registrant’s Chief Compliance
Officer, Rachel Housel, remains available to address any questions that a client or
prospective client may have regarding advisory fees.

American Funds (“AFS”) Model Portfolios Program: Participating clients pay an annual
adviser fee and an annual program fee based on the value of their account. The Registrant’s
maximum annual fee shall not exceed 2.0%. The annual program fee portion is subject to the
following schedule:

Quarter-End Client Cumulative Plan Asset Value                    Advisory Fee

$0.00 - $249,999.99                                               25 basis points
Next $250,000.00 - $499,999.99                                    20 basis points
Next $500,000.00 - $999,999.99                                    15 basis points
$1,000,000.00 and above                                           10 basis points

Please note that the program fee includes portfolio costs and transaction fees, but not the
underlying mutual fund expense ratios. This fee also includes the portfolio manager fee,
trading costs, and service fees. Please Also Note: This program is subject to a $5,000 minimum
account size.

PPS Custom Program
The maximum annual investment advisory fee is 1.25%, fees are calculated quarterly based
on the market value of assets under management as of the last day of previous quarter end.

In addition to the annual management fee, and unless otherwise agreed between the client and
the advisor, clients participating in the PPS Custom Program will pay transaction charges as
described in the “Other Fees and/or Costs” section below.

Clients participating in the PPS Custom Program (Transactions) may pay more or less than
clients might otherwise pay if purchasing the services separately. There are several factors
that determine whether such costs would be more or less, including, but not limited to, the
following:

    •   Size of the account
    •   Types of securities and strategies involved
    •   Amount of trading effected by the advisor
    •   Actual costs of such services if purchased separately

The advisory fees charged for the services provided by Commonwealth and MLP3, including
research, supplemental advisory, and client-related services offered through the PPS Custom
Program may exceed those of other similar programs.

PPS Select Program

Clients participating in the PPS Select Program will pay a total account fee that consists of a
combination of an advisor fee and a program fee.

The maximum allowable advisor fee in the PPS Select Program is 1.25%.
In addition to the annual advisor fee, all clients participating in PPS Select will pay an annual
program fee.

There are several different PPS Select model portfolios with program fees that vary; however,
the maximum fee within the PPS Select program is as follows:

 The maximum annual advisor fee for certain account sizes and types may be negotiated.
2Commonwealth will charge a minimum annual program fee of $600 ($150 quarterly) for certain accounts, which may exceed
the maximum annual program fee percentage based on account size.

PPS Direct Program
Clients participating in the PPS Direct Program will pay an annual fee that consists of a
combination of the MLP3 investment advisory fee and a program fee not to exceed 3%. In the
event the combination of the advisor fee and the program fee for a particular money manager
and investment strategy exceeds 3%, the advisor fee will be reduced such that the annual fee
will not exceed 3%.
The maximum annual investment advisory fee is 1.25%, fees are calculated quarterly based
on the market value of assets under management as of the last day of previous quarter end.

The maximum program fee in the PPS Direct Program is as follows:

All MLP3 advisory management fees are negotiable. Program fees (if applicable), transaction
charges and other account-related fees assessed by the account custodian or Commonwealth
are not negotiable. MLP3 may waive all or a portion of the advisory program fee, whether on
an ongoing or a one-time basis, in its sole discretion. In the event a client terminates an
advisory agreement with MLP3, any unearned fees resulting from payments made by clients
in advance will be refunded to the client.

Commonwealth performs fee billing on our firm’s behalf. The annual account management
fees are payable quarterly in advance and are computed as one-quarter of the annual fee based
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Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, high net worth individuals,
         business entities, trusts, estates and charitable organizations. The Registrant does not require
         a minimum asset level or impose a minimum annual fee for investment advisory services. As
         indicated above, the Registrant shall generally price its advisory services to a maximum
         annual fee of 1.25 %, based upon various objective and subjective factors.

         As a result, Registrant’s clients could pay diverse fees based upon the market value of their
         assets, the complexity of the engagement, the particular advisory program selected and the
         level and scope of the overall investment advisory services to be rendered, and client
         negotiations. In addition, similar advisory services may be available from other investment
         advisers for similar or lower fees.

         Registrant’s Chief Compliance Officer, Rachel Housel, remains available to address any
         questions that a client or prospective client may have regarding advisory fees.