Preston Wealth Advisors LLC

Item 5 – Fees and Compensation

Advisory fees (“Advisory Fee”) are charged by PWA for advisory services to Accounts.

Private Clients

The Advisory Fee charged to a client for Separate Account advisory services is based on a percentage of assets
under management, billed in advance (at the start of the billing period) on a quarterly or monthly calendar
basis and calculated based on the fair market value of that client’s Separate Account as of the last business day
of the prior billing period. Fees are prorated (based on the number of days service is provided during the initial
billing period) for any Separate Account opened at any time other than the beginning of the billing period. If
investment advisory services are commenced in the middle of the billing period, then the prorated

fee for that billing period is based on the value of the Separate Account when services commence and is due
immediately and will be deducted from the Separate Account when services commence.

The IAA executed by the client and PWA continues in effect until terminated by either party (i.e., PWA or the
client) by providing written notice of termination to the other party. Any prepaid, unearned fees will be
promptly refunded by PWA to the client if possible. Fee refunds will be determined on a pro-rata basis using
the number of days services are provided during the final period.

The Advisory Fee for a client is negotiable based on, among other things, the type of client, the complexity of
the client's situation, and the potential for additional account deposits.

In general, for the Firms’ investment advisory services, Separate Account clients will be charged the following
annual Advisory Fee based upon the amount of assets under management, although a different or lesser amount
may be charged at PWA’s sole discretion:

                                      Fee Structure for Private Clients

                     Assets Under Management (AUM)                 Annual Fee

                     $0 to $500,000                                1.60%
                     $500,000 to $2,000,000                        1.40%
                     $2,000,000 to $5,000,000                      1.25%
                     Over $5,000,000                               1.00%

The actual asset management fee to be charged will be specified in your Investment Advisory Agreement.

The minimum account size in order to establish a relationship with PWA is $500,000 per household, although
lesser amounts are reviewed and accepted at the sole discretion of the Firm. The annual Advisory Fee charged
by the Firm will never be more than 2.0% of the client’s assets under management. Separate Accounts will
not include the use of margin. The Advisory Fee will be deducted from each Separate Account and paid directly
to the Firm by the qualified custodian(s) of the Separate Account. Each client will authorize the custodian(s)
to deduct the Advisory Feefrom its Separate Account(s) and pay such fees directly to the Firm (see Item 15 –
Custody for more details).

Each client is instructed to review its Separate Account statements received from the custodian(s) to verify
that appropriate Advisory Fees are being deducted. The custodian(s) will not verify the accuracy of the
Advisory Fees deducted.

Brokerage commissions and/or transaction ticket fees charged by the custodian(s) are billed directly to the
client. PWA does not receive any portion of such commissions or fees from the client or the custodian. In
addition, a client may incur certain charges imposed by third parties other than PWA in connection with
investments made through his, her or its account including, but not limited to, mutual fund sales loads, 12(b)-
1 fees and surrender charges, variable annuity fees and surrender charges, IRA and qualified retirement plan
fees, and charges imposed by the custodian(s). Advisory Fees charged by PWA are separate and distinct from
these fees and expenses.

If services are terminated within five business days of executing an agreement for services, services will be
terminated without penalty. If terminated after the initial five (5) business days, the client will be responsible
for payment of fees for services completed prior to termination of services. If services are terminated mid-
period, a prorated fee is charged based on the number of days that services were provided during that period.
If an Advisory Fee has been paid in advance, PWA will promptly issue a pro-rated refund to the Client if
possible.

Sub-Advised Accounts

For each Sub-Advised Account, PWA receives a sub-advisory fee (“Sub-Advisory Fee”) that will be
determined in the Sub-Advisory Agreement between the Independent Adviser and PWA.

The Sub-Advisory Agreement continues in effect until terminated by either party (i.e., PWA or the
Independent Adviser) by providing written notice of termination to the other party. Any prepaid, unearned
fees will be promptly refunded by PWA to the Independent Adviser if possible. Fee refunds will be determined
on a pro rata basis using the number of days services are actually provided during the final period.

The Advisory Fee for Sub-Advised Clients is negotiable with the Independent Adviser based, among other
things, on the type of Sub-Advised Clients and the potential for additional account deposits.

In general, for the Firms’ sub-advisory services, Sub-Advised Clients will be charged the following annual
Advisory Fee based upon the amount of assets under management in each Independent Adviser Client’s
account although a different or lesser amount may be charged in PWA’s sole discretion:

   PWA Jefferson National Income                                                   0.50% (Annually)
   PWA Jefferson National Moderate Growth                                          0.50% (Annually)
   PWA Jefferson National Total Return                                             0.50% (Annually)
...

Item 7 – Types of Clients

PWA provides directly, and as a sub-adviser to certain non-affiliated investment advisers, discretionary and
nondiscretionary investment advice to individuals, families and their related entities, such as trusts and private
foundations, pension and profit-sharing plans, not-for-profit organizations, other tax-exempt entities, limited
liability companies, corporations, other entities and businesses, Plan fiduciaries, Private Investment Funds and
Registered Investment Company Securities.

Foreign Clients

PWA may work with foreign clients on a limited basis and with the approval of the CCO.

Minimum Investment Amounts Required

There is a preferred minimum account size for Separate Accounts of $500,000 per household, although lesser
amounts may be accepted at the sole discretion of PWA. To reach this account minimum, clients can aggregate
all household accounts.

The minimum fee generally charged for financial planning services provided on an hourly basis is $500, unless
otherwise agreed by PWA in its sole discretion.

The minimum investment for Fiduciary Services is $50,000, unless otherwise agreed by PWA in its sole
discretion.

Private Fund Management

The minimum initial investment in the Fund and Fund II is generally $250,000 although the General Partner
may vary or waive the minimum investment in its sole discretion.