Oliver Capital Management LLC

Item 5 – Fees and Compensation

A    Compensation to OCM for our services will be calculated in accordance with “Schedule A” of
     the Investment Advisory Agreement entered into with Clients. The Investment Advisory
     Agreement may be amended from time to time by OCM upon 30-days prior written notice to
     Client via an updated Schedule A of the Agreement. Amendments to OCM’s fee schedule will
     also be provided be delivery to Clients of updated Form ADV Part 2A or material change
     summaries.

     OCM’s Fee Schedule is as follows:

     All Assets, Including the Strategically Engineered Portfolio Program (SEPP):

             First $0 to $500,000                    1.25% per year
             Next $500,000 to $2,000,000             0.90% per year
             Next $2,000,000 to $5,000,000           0.60% per year
             Over $5,000,000                         0.40% per year

     Households that do not meet the $500,000 published account minimum are subject to an
     additional 0.25% per year management fee.

B    Advisory fees are deducted directly from Client accounts held at third-party custodians upon
     submission of an electronic invoice to the custodian. The custodian will provide a quarterly
     statement to the Client detailing the amount of the fee and the value of the Client's assets on
     which the fees are based. Payment of fees may result in the liquidation of Client’s securities if
     there is insufficient cash in the account. Copies of the fee invoices will be mailed to Client as
     required.

     For purposes of determining value, securities and other instruments traded on a market for
     which actual transaction prices are publicly reported shall be valued based on data from the
     Client account custodian, other readily marketable securities and other instruments shall be
     priced using a pricing service or through quotations from one or more dealers. OCM may
     modify the terms in this Section via a new contract or formal written amendment to the existing
     contract, either of which would be signed by the Client.

C    Client may be required to pay, in addition to OCM’s fee, a proportionate share of any Exchange
     Traded Fund’s (ETF) or mutual fund’s fees and charges. There are no additional fees/costs
     for our Comprehensive Wealth Management (CWM) and Financial Planning services. A $4.95

                             OLIVER CAPITAL MANAGEMENT, LLC
                               Part 2A of Form ADV – Firm Brochure

    commission (for clients that have opted to receive electronic statements) or up to a $14.95
    commission (for clients that prefer to receive paper statements in the mail) per trade may apply
    to some trades, or a commission of $0.01 per share, whichever is greater, charged by and paid
    to Custodian, not OCM. There are no annual account maintenance fees. OCM pays for all
    other annual Custodial Fees directly to Custodian.

    All brokerage commissions, stock transfer fees, and other similar charges incurred in
    connection with transactions for the account, if any, will be paid out of the assets in the account
    and are in addition to the investment management fees paid to OCM. Client bears responsibility
    for verifying the accuracy of fee calculations.

    Client and OCM will direct that confirmations of any transactions effected for the account will
    be sent, in conformity with applicable law, to the Client with a copy to OCM.

D   The Client will pay OCM a fee quarterly in advance, with payment due within 10 days from the
    last day of each calendar quarter. The quarterly fee will be equal to the agreed-upon rate per
    year, times the market value of the account, divided by four. The market value will be construed
    to equal the sum of the values of all billable assets in the account, not adjusted by any margin
    debit. Any deposits or assets received in a Client account after the account is established will
    be charged a pro-rata fee based on the remaining number of days in the quarter in which assets
    are received. Fees for partial quarters at the commencement or termination of this Agreement
    will be prorated based on the number of days the account was open during the quarter.
    Quarterly fee adjustments for partial withdrawals from account that exceed $10,000 will also
    be provided on the above pro rata basis.

E   OCM is a fee-only advisor that does not receive any compensation or commission from the
    sale of securities or other investment products.

    Rollover Recommendations
    As part of our investment advisory services to you, we may recommend that you roll assets
    from your employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account
    (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA,
    SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will manage
    on your behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from
    Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. When we provide
    any of the foregoing rollover recommendations we are acting as fiduciaries within the meaning
    of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal
    Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts.

                         OLIVER CAPITAL MANAGEMENT, LLC
                           Part 2A of Form ADV – Firm Brochure

If you elect to roll the assets to an IRA that is subject to our management, we will charge you
an asset-based fee as set forth in the advisory agreement you executed with our firm. This
creates a conflict of interest because it creates a financial incentive for our firm to recommend
the rollover to you (i.e., receipt of additional fee-based compensation). You are under no
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Item 7 – Types of Clients

OCM provides investment advice and wealth management services to individuals, high net-worth
individuals, businesses, and retirement plans. Because each Client is unique, they must be willing to
be involved in the planning and ongoing processes. Such involvement does not have to be time
consuming, however we want our Clients to remain informed and have a sense of security and peace
of mind with regard to their investments.