MNS Financial Management LLC

Item 5      Fees and Compensation

  A. The client can determine to engage the Registrant to provide discretionary and/or non-
     discretionary investment advisory services on a fee basis.

     INVESTMENT ADVISORY SERVICES
     If a client determines to engage the Registrant to provide discretionary and/or non-
     discretionary investment advisory services on a fee basis, the Registrant’s full-service
     annual investment advisory fee shall be based upon a percentage (%) of the market value

and type of assets placed under the Registrant’s management (between negotiable and
1.50%) as follows:

           Market Value of Portfolio                  % of Assets
           Up to $500,000                                1.50%
           $500,001-$750,000                             1.25%
           $750,001-$1,000,000                           1.10%
           $1,000,001-$2,000,000                         1.00%
           $2,000,001-$4,000,000                         0.90%
           Over $4,000,000                               Negotiable

The fee tiers noted above reflect the fees and incorporate services and frequency of
services that the Registrant defines in its marketing materials. For assets under
management below $500,000, the Registrant generally recommends its Wealth Builder
Service Level. For assets under management above $500,001 and below $2.0 million, the
Registrant generally recommends its Wealth Manager Service Level. For assets above
$2.0 million, the Registrant generally recommends its Wealth Protector Service Level.

Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee,
waive its fee entirely, or charge fee on a different interval, 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, anticipated services to be rendered, grandfathered fee schedules, employees
and family members, courtesy accounts, competition, etc.). Please Note: As result of the
above, similarly situated clients could pay different fees. In addition, similar advisory
services may be available from other investment advisers for similar or lower fees. ANY
QUESTIONS: Registrant’s Chief Compliance Officer, Richard E. Krichbaum,
remains available to address any questions that a client or prospective client may
have regarding advisory fees.

INDEPENDENT MANAGERS

The Registrant may allocate (and/or recommend that the client allocate) a portion
of a client’s investment assets among unaffiliated independent investment managers in
accordance with the client’s designated investment objective(s). Registrant shall receive
an annual investment advisory fee which is based upon a percentage of the market value
of the assets being managed by the designated Independent Manager(s) (generally
between 0.50% and 1.50%). Please Note: The investment management fee charged by
the Independent Manager[s]is separate from, and in addition to, Registrant’s advisory fee
as set forth in the fee schedule above and which will be disclosed to the client before
entering into an engagement with the Independent Manager and/or subject to the terms
and conditions of a separate agreement between the client and the Independent
Manager(s).

FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)

Limitations of Financial Planning and Non-Investment Consulting / Implementation
Services. To the extent specifically requested by a client, 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 from
   $150 to $400 on an hourly rate basis for professional time and $90 to $180 on an hourly
   basis for administrative time, depending upon the level and scope of the service(s)
   required and the person(s) rendering the service(s).

   Fee Dispersion: The Registrant’s investment advisory fee is negotiable at Registrant’s
   discretion, depending upon objective and subjective factors including but not limited to:
   the amount of assets to be managed; portfolio composition; the scope and complexity of
   the engagement; the anticipated number of meetings and servicing needs; related
   accounts; future earning capacity; anticipated future additional assets; the professional(s)
   rendering the service(s); prior relationships with the Registrant and/or its representatives,
   and negotiations with the client. As a result of these factors, similarly, situated clients
   could pay different fees, the services to be provided by the Registrant to any particular
   client could be available from other advisers at lower fees, and certain clients may have
   fees different than those specifically set forth above. The Registrant’s Chief
   Compliance Officer, Richard E. Krichbaum, remains available to address any
   questions that a client or prospective client may have regarding the above fee
   determination.

B. The Registrant's Investment Advisory Agreement and the custodial/clearing agreement
   authorize the custodian to debit the account for the amount of the Registrant's
   Investment advisory fee and to directly remit that management 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. The Registrant
   shall deduct fees and/or bill clients quarterly in advance, based upon the market value of
   the assets on the last business day of the previous quarter.

C. Custodian Charges-Additional Fees. As discussed at Item 12 below, when requested to
   recommend a broker-dealer/custodian for client accounts, the Registrant generally
...

Item 7       Types of Clients

     The Registrant’s clients shall generally include individuals, business entities, pension and
     profit-sharing plans, trusts, estates and charitable organizations. The Registrant generally
     requires an annual minimum fee of $1,500 or $375 per quarter for limited service clients,
     $2,500 or $625 per quarter and a minimum asset level of $500,000 for full-service
     investment advisory services. The Registrant, in its sole discretion, may reduce its
     investment management fee and/or reduce or waive its minimum fee or asset requirement
     based upon certain circumstances (i.e., anticipated future earning capacity, anticipated
     future additional assets, dollar amount of assets to be managed, related accounts, account
     composition, client’s need for limited services, etc.). Please Note: As result of the above,
     similarly situated clients could pay different fees. In addition, similar advisory services
     may be available from other investment advisers for similar or lower fees. Please Also
     Note: If a client maintains less than $500,000 of assets under Registrant’s management,
     and are subject to the $1,500 minimum fee, the client will pay a higher percentage
     quarterly fee than the 1.5% referenced in the fee schedule at Item 5 above. ANY
     QUESTIONS: Registrant’s Chief Compliance Officer, Richard E. Krichbaum,
     remains available to address any questions that a client or prospective client may
     have regarding advisory fees.