MPWA Inc

Item 5: Fees & Compensation

We are required to describe our brokerage, custody, fees, and fund expenses so you will know how
much you are charged and by whom for our advisory services provided to you. Our fees may be
negotiable depending on the nature and complexity of each client’s circumstances.

A. Description of how we are compensated for our advisory services provided to you.

   (i) Asset Management:

        Assets Under Management                 Annual Percentage of Assets Charge
               Account Value                 Quarterly Fee Rate       Annualized Total
                $0-$500,000                      0.4125%                   1.65%
            $500,001-$1,000,000                  0.3750%                   1.50%
           $1,000,001-$5,000,000                 0.3500%                   1.40%
          $5,000,001-$10,000,000                 0.2875%                   1.15%
         $10,000,001-$25,000,000                 0.2250%                   0.90%
         $25,000,001-$50,000,000                 0.2000%                   0.80%
               $50,000,001+                      0.1625%                   0.65%

       Our firm's fees are billed on a pro-rata annualized basis quarterly in advance based on the
       value of your account on the last day of the previous quarter.

       In certain circumstances, advisory fees may be negotiable based upon prior relationships as
       well as related account holdings. The fees charged are calculated as described above and are
       not charged on the basis of a share of capital gains or capital appreciation of the funds or any
       portion of the funds of an advisory client.

       Pursuant to CCR Section 260.238(j), our firm hereby discloses that clients may receive the
       same or comparable services from other Financial Advisors at a lower fee.

   (ii) Pension Consulting:

       We charge on an hourly or flat fee basis for pension consulting services. The total estimated
       fee, as well as the ultimate fee that we charge you, is based on the scope and complexity of
       our engagement with you. Our hourly fee is $250. Our flat fees generally range from $250 to
       $10,000. Flat fees will be charged quarterly for ongoing pension consulting services.

   (iii) 401(k) Participant Service:

       We charge a flat fee ranging from $50 to $1,000 for 401(k) participant services each time a
       review is requested by an individual and conducted by MPWA. The total estimated fee, as
       well as the ultimate fee that we charge you, is based on the scope and complexity of the
       services provided.

   (iv) Online Newsletter & Blog:

       Our clients may choose to subscribe to our online newsletter & blog. Our firm charges $100
       annually for this service.

B. Description of whether we deduct fees from clients’ assets or bill clients for fees incurred.

   (i) Asset Management:

       Our fees are billed on a pro-rata annualized basis quarterly in advance based on the value of
       your account on the last day of the previous quarter. Fees will generally be automatically

      deducted from your managed account*. As part of this process, you understand and
      acknowledge the following:

      a) Your independent custodian sends statements at least quarterly to you showing the
         market values for each security included in the Assets and all disbursements in your
         account including the amount of the advisory fees paid to us,
      b) You provide authorization permitting us to be directly paid by these terms,
      c) We send a copy of our invoice to the independent custodian at the same time we send
         the invoice to you**,
      d) Our invoice includes a legend that urges the client to compare information provided in
         their statements with those from the qualified custodian in account opening notices and
         subsequent statements sent to the client for whom the adviser opens custodial accounts
         with the qualified custodian. Please contact MPWA immediately if any discrepancies are
         noted.

      *In some circumstances, we will have the ability to bill clients directly.
      ** Clients receive notice via their monthly statement that shows the bill detail. Some clients
      receive paper invoices as well.

   (ii) Pension Consulting:

      The fee-paying arrangements for pension consulting service will be determined on a case-
      by-case basis and will be detailed in the signed Pension Consulting Agreement. The client
      will be invoiced directly for the fees.

      Corporate Retirement Plan/Pension Consulting that flat fee range of $250 to $10,000 are
      charged quarterly for services rendered. Some corporate retirement record keepers pay the
      firm on a monthly basis.

   (iii) 401(k) Participant Service:

      The fee-paying arrangements for 401(k) participant service will be determined on a case-
      by-case basis and will be detailed in the signed 401(k) Participant Agreement. The client will
      be invoiced directly for the fees.

   (iv) Online Newsletter & Blog:

      For clients who choose to subscribe to this service, we will bill the client directly in advance.
      All fees due shall be payable within thirty (30) days of signing up for this service.

C. Description of any other types of fees or expenses clients may pay in connection with our
   advisory services, such as custodian fees or mutual fund expenses.

   Clients will incur transaction charges for trades executed in their accounts. These transaction
   fees are separate from our fees and will be disclosed by the firm trades are executed through.
   Also, clients will pay the following separately incurred expenses, of which we do not receive any
   part: charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall
   be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses).
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Item 7: Types of Clients & Account Requirements

We have the following types of clients:
  • Individuals,
  • High Net Worth Individuals,
  • Trusts, Estates or Charitable Organizations,
  • 401k Plans and Non-Qualified Deferred Compensation Plans,
  • Corporations, limited liability companies and/or other business types.

Our requirements for opening and maintaining accounts or otherwise engaging us:
   • We do not require a minimum account balance for our asset management service.