Optimal Asset Management Inc

Item 5 – Fees and Compensation

    A. Types of Compensation

    The fees for institutional SMA’s are based on customer-specific
negotiations/customization requirements but are generally a certain fixed percentage
of AUM (with a minimum asset size), possibly on a sliding scale for increased AUM for
each client.

     For individual, our fees start at 0.50% or $100 flat fee per month. The fees are
negotiable on higher asset balances or number of accounts per clients. For investors
who open accounts with TD Ameritrade, a qualified custodian, this fee includes all third-
party custodian and brokerage fees.

     Though not part of our advisory service, Optimal Asset Management provides
access to Factor Allocator as a factor-based investing tool for advisors and other
professional investors. This tool is currently offered free for advisors and other
professional investors, but Optimal may choose to charge for this tool in the future.
Optimal Asset Management provides a fee-based license for Factor Allocator to certain
industry partners which are not deemed to be advisory clients of the firm.

    B. Method of billing -Separately Managed Accounts

    Fees are generally calculated and paid monthly or quarterly based on the market
value of the account at the end or as an average of the previous month or quarter.
Exceptions are made to the published fee schedule under certain circumstances
pursuant to a negotiated fee agreement with the client.

We follow the following process for our clients' protection:

       • Each client account is separately held by a "qualified custodian";

       • The custodian sends statements no less frequently than quarterly
          showing all disbursements from the account, including the amount of
          the advisory fee; and

       • Each client has signed an Advisory agreement enabling us to be directly
          paid on these terms.

    Either the client or Optimal Asset Management may terminate the investment
advisory agreement at any time by providing written notice to the other party.
Fees will be assessed on a pro-rata basis up to the date of cancellation.

    C. Other Fees and Costs

     In addition to the management fee set forth above, separately managed account
clients may pay some or all of the following costs and expenses to third parties:

    Custodial Fees: Unless otherwise noted (e.g. clients who are custodied
with TD Ameritrade), all custody costs and expenses are charged by the
custodian to the account.

     Trading Costs: Unless otherwise noted (e.g. clients who are custodied
with TD Ameritrade), separately-managed account clients may pay transaction fees
(ticket charges) which generally are charged by the custodian on a transaction-by-
transaction basis.

   Transaction costs: Separately-managed account clients may incur extra
transaction costs due to bid-ask spreads, mark-ups o r similar transaction costs in
connection with the purchase and sale of individual securities.

    D. Return of Unearned Management Fees

   OAM does not collect any prepaid or unearned advisory fees.

    E. Compensation from the Sale of Investment Products
      We do not accept compensation or commissions for the sale of securities
or other investment products.

Item 7 – Types of Clients
      We provide investment services to individual and institutional investors including,
for example, Registered Investment Advisors, corporate pension and profit-sharing
plans, charitable institutions, foundations and endowments.