Pence Capital Management LLC

Item 5           Fees and Compensation

   A.
                                 INVESTMENT CONSULTING SERVICES
         The Registrant’s investment consulting fees are typically based upon the value of the
         assets that a client directs to a UIT and/or SMA structured or designed by the Registrant.
         The Registrant’s consulting fee relating to UITs is generally between 0.50% and
         negotiable, depending upon the level and scope of the service(s) required and the
         complexity of the engagement. When engaged to provide consulting services on SMAs
         the Registrant’s consulting fee is generally between 0.85% and negotiable.

                                     MODEL DELIVERY SERVICES
         The Registration provides Model Delivery services through its strategic partnership with
         Advisors Asset Management. Generally, the fees associated with the Model Delivery
         service will include a platform fee, and an advisory fee of 0.28%.

         Fee Differentials. Registrant shall generally price its advisory services based upon
         various objective and subjective factors. As a result, our clients could pay diverse fees

         based upon the type, amount and market value of their assets, the anticipated complexity
         of the engagement, the anticipated level and scope of the overall investment advisory
         services to be rendered, and negotiations. Additional factors affecting pricing can include
         related accounts, employee accounts, competition, and negotiations. As a result of these
         factors, similarly situated clients could pay diverse fees, and the services to be provided
         by Registrant to any particular client could be available from other advisers at lower fees.
         All clients and prospective clients should be guided accordingly.

         Clients may elect to have the Registrant’s advisory fees deducted from underlying
         client’s custodial accounts. In the limited event that the Registrant bills the client directly,
         payment is due upon receipt of the Registrant’s invoice. The Registrant shall generally
         deduct fees and/or bill clients quarterly in arrears based upon the value of the average
         daily account balance during the previous quarter.

   B. Broker-dealers charge brokerage commissions and/or transaction fees for effecting
      certain securities transactions. In addition to Registrant’s investment management fee,
      brokerage commissions and/or transaction fees, clients will also incur, relative to all
      mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g.,
      management fees and other fund expenses).

   C. The Registrant's annual investment advisory fee is pro-rated and paid quarterly, in arrears
      or advance, based upon the value of the average daily account balance during the
      previous quarter.

         The agreement between the Registrant and the client will continue in effect until
         terminated by either party by written notice in accordance with the terms of the
         agreement. Upon termination, the Registrant shall debit any earned and unpaid advisory
         fee due based upon the number of days the account was serviced during the final billing
         quarter.

   D. Neither the Registrant, nor its representatives accept compensation from the sale of
      securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals and other investment advisory
         firms or institutional clients.