MN Wealth Advisors LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         The Registrant’s annual investment advisory fee shall range from 0.25% up to 1.20%, on
         a tiered basis of the total assets placed under the Registrant’s management/advisement as
         set forth in the following fee schedule:
                  Value of Assets                             Annual Percentage Fee
                  First $500,000                                     1.20%
                  $500,001to $2,000,000                              1.00%
                  $2,000,001 to $5,000,000                           0.85%
                  $5,000,0001 to $10,000,000                         0.80%
                  $10,000,001 to $15,000,000                         0.70%
                  $15,000,001 to $20,000,000                         0.60%
                  $20,000,001 to $25,000,000                         0.50%
                  $25,000,001 to $50,000,000                         0.40%
                  $50,000,001 to $100,000,000                        0.30%
                  Over $100,000,000                                  0.25%

         Fees are calculated on a graduated basis. For each portion of the assets within the
         designated asset range, the respective fee is applied against that value.

                                      RETIREMENT PLAN SERVICES
         The Registrant provides pension consulting services, in the capacity of a 3(38) advisor,
         pursuant to which it assists sponsors of self-directed retirement plans with the selection
         and/or monitoring of investment alternatives from which plan participants shall choose in
         self-directing the investments for their individual plan retirement accounts. he Registrant’s
         annual fee for these services shall generally range from negotiable up to 1.50% of the total
         assets maintained within the plan.

                FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
         The Registrant may provide financial planning and/or consulting services (including
         investment and non-investment related matters, including estate planning, insurance
         planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting fees are
         negotiable, but generally range up to $5,000 on a fixed fee basis, depending upon the level
         and scope of the service(s) required and the professional(s) rendering the service(s), or are
         available for an hourly rate of $200.

   B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial account.
         Both Registrant’s Agreement and the custodial/clearing agreement may authorize the custodian
         to debit the account for the amount of the Registrant’s investment advisory fee and to directly
         remit that advisory fee to the Registrant in compliance with regulatory procedures. In the

         limited event that the Registrant bills the client directly, payment is due upon receipt of the
         Registrant’s invoice.

   C. As discussed below, unless the client directs otherwise or an individual client’s
         circumstances require, Registrant shall generally recommend that Charles Schwab & Co.
         Inc. (“Schwab”) serve as the broker-dealer/custodian for client investment management
         assets. Broker-dealers such as Schwab charge transaction fees for effecting certain
         securities transactions.

         In addition to the Registrant’s investment management fee and/or transaction fees, clients
         will also incur, relative to all mutual fund and exchange traded fund purchases, charges
         imposed at the fund level (e.g., management fees and other fund expenses).

   D. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in arrears,
         based upon the average daily balance (including cash and cash equivalents and any accrued
         interest or dividends) during the previous quarter. The Registrant generally requires a
         minimum asset level of $250,000 for investment management services.

         However, the Registrant, in its sole discretion, may waive or modify its minimum asset
         requirement, charge a lesser investment advisory fee, charge a flat fee, or waive its fee
         entirely based upon certain criteria (i.e., anticipated future earning capacity, anticipated
         future additional assets, dollar amount of assets to be managed, related accounts, account
         composition, complexity of the engagement, grandfathered fee schedules, Registrant
         employees and family members, courtesy accounts, competition, negotiations with client,
         etc.).

         As result of the above, similarly situated clients could pay different fees.

         With the exception of a financial planning engagement on a project basis, which may
         automatically terminate upon the completion of the project, agreements between the
         Registrant and the client will continue in effect until terminated by either party by written
         notice in accordance with the terms of the Agreement. Upon termination, the Registrant,
         to the extent applicable, shall refund to the client any unearned, prepaid fees.

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
         securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, trusts, estates
         and pension and profit-sharing plans.