Modern Portfolio Management Inc

Item 5: Fees & Compensation

Advisory Services Fees & Compensation
MPM’s advisory clients agree to pay an asset-based Advisory Fee (“Advisory Fee”) calculated according to the schedules
indicated herein.

Fee Negotiation Availability
Under certain circumstances, all Advisory Fees – including any flat advisory fee (a “Flat Fee”) are negotiable up to the maximum
annual rates listed herein, subject to certain limitations and approval by MPM. The Adviser, in its sole discretion, can charge
lesser fees or choose to reduce or waive minimum fees for services based upon specific criteria such as pre-existing client

relationships, the number of related investment accounts, inception date, total account assets under management, expected
additional assets, anticipated future earning capacity, account composition, referrals of other prospective clients, and client
negotiations, among others. The Adviser may, at its discretion, aggregate related client accounts to meet minimum account size
requirements and determine fees.

At MPM’s discretion, fees may be assessed for certain employee accounts, for members of a client's family, or otherwise, based
on the total balance of all accounts. Waivers, discounts, or more favorable terms not generally available to other clients may be
offered to family members and friends of employees and affiliates.

While MPM seeks to facilitate advantageous agreements for clients, to the extent fees are negotiable, some clients can pay
higher (more) or lower (less) fees than other clients for the same services if they had contracted directly with another provider.
According to the selected advisory services, the final fee structures will be reflected in each client's written Agreement. Lower
fees for comparable services can sometimes be available from other sources. In all cases, clients are responsible for any tax
liabilities arising from transactions.

        Regardless of fee negotiation availability, a client will not be required to pre-pay any MPM services Advisory Fee in
                                       excess of $1,200 more than six months in advance.

Fee Schedule
The following section outlines MPM's fees for advisory services, including the fee calculation methodology and billing practices.
It also provides other important considerations for clients regarding our fees and compensation.

     Because certain terms of a client’s Advisory Agreement are negotiable, clients should always refer to their individual
                   Advisory Agreement(s) for the particular terms and Fee Schedules applicable to them.

MPM Program Services Fees
The maximum Advisory Fee for MPM’s Program Services, whether the Managed Account Program Services (“MPM
Program”) or the Model Portfolio Provider Services, is 1.50% (150 basis points), expressed as an annual percentage but
calculated and payable quarterly in arrears, whether as a fixed rate for all assets under management or as provided in a Fee
Schedule included in the client's the Advisory Agreement.

If the client's Advisory Agreement contains a Fee Schedule that reflects a different Advisory Fee Rate at each Asset Value Tier,
then the client's Advisory Fee shall be calculated using the "tiered" method of calculation, whereby the Advisory Fee is calculated
for each Asset Value Tier in the Fee Schedule for which assets are present, using the Advisory Fee Rate that corresponds to
that tier, as depicted on the Fee Schedule, and the value of assets in that tier, as of the date for which fees are being determined.

The maximum Advisory Fee reflected on a Tier Fee Schedule will not exceed the maximum 1.50% Advisory Fee Rate stated
herein. Advisory Fees may be calculated based on the actual number of days in a calendar quarter or even four calendar
quarters, as we elect to apply consistently.

Flat Fee Option
At its sole discretion, MPM may agree to a negotiated client-by-client Flat Fee arrangement for the client to pay a fixed dollar
amount according to the terms described below. MPM does not expect Flat Fee arrangements to be offered or used widely with
MPM clients.

To participate in this type of fee arrangement, the client must agree and commit to:
    •      A minimum account/household size of $1,000,000 to be invested through such an arrangement or as negotiated
           by and between the client and their Representative.
    •      Maintain such a minimum account value as long as the arrangement is in effect.
    •      Agree to restore any deficit in the account value below such minimum by the end of the calendar quarter following
           the quarter when any such deficit first arises; if the account value is not so restored, the Flat Fee arrangement will
           terminate, and the client will be charged the Advisory Fees at the rate otherwise provided according to the client's
           the Advisory Agreement.

The Flat Fee amount is negotiable on a client-by-client basis but will not exceed the maximum 1.50% Advisory Fee Rate stated
herein. The Flat Fee is payable quarterly in arrears, promptly upon the end of each calendar quarter, from the Program Account
upon notice to the custodian. After the initial twelve-month period, the Flat Fee arrangement will continue on a month-to-month
basis. MPM will provide sixty (60) days' written notice of any changes to the Flat Fee amount.

Additional terms and conditions about Flat Fee arrangements are found in the Flat Fee Addendum (or similar written terms and
conditions) to the client's Advisory Agreement.

Fee Calculations
Except as otherwise described, MPM Program Services Advisory Fees are based on the value of Program Assets as of the
last trading day of the calendar quarter, provided, for the previous calendar quarter, the Advisory Fees are based on the value
of Program Assets on and prorated through the last trading day of the term of the Agreement. Advisory Fees are due and
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Types of Clients
MPM provides investment advisory services to the following types of clients:
    •    Individuals (including high-net-worth individuals).
    •    Pension & profit-sharing plans.
    •    Trusts, estates & charitable organizations.
    •    Corporations & other business entities.

Minimum Investment
MPM does not charge a minimum fee or have a minimum account size to participate in its advisory services outside of the
minimum $1,000,000 investment required of those clients who choose to invest and maintain participation in our Portfolio
management services under MPM’s Flat Fee arrangement. However, certain investment products may require annual minimum
fees or asset levels to participate.

MPM can waive account Advisory Fees or account minimums for employee, employee-related, and affiliate employee accounts.

There are no ongoing contribution requirements for client accounts; however, this practice is highly recommended to maintain
savings, achieve asset allocation, and optimize tax efficiency.

Before investing in such products, clients should thoroughly review disclosure materials or brochures and consult with their
Representative about the implications of such minimum requirements.