Quincy Wells Advisors LLC

Item 5: Fees and Compensation

      Fees
      Depending upon the type of advisory service to be provided, clients generally
      have a choice regarding the way fees will be calculated for such services.
      Options for calculating fees include the following:
         • Percentage of assets under management;
         • Hourly charges;
         • Flat Fees;
         • Other retainer or service fees, or some combination of the above.

      Fees are tailored to the specific type of services that Advisor provides to that
      client.

      Assets Under Management:
      A client will be charged a certain percentage of assets under management with
      the Advisor. Asset levels can be determined at the account level or the
      household level (multiple accounts).

      Hourly Charges:
      Advisor can charge a client an hourly fee for wealth management services or
      financial planning; please refer to Item 4 for more detail on those services. For
      the hourly fee, the non-discretionary services will be outlined in an agreement
      specific to those services.

                              Quincy Wells Advisors, LLC

Fixed Fees:
Depending on the type of service the Advisor provides to the client, there can
be fixed fees negotiated. When a client is using a Fixed fee only service, there
are additional fees the client will pay for, including reporting fees, custodial fees,
transaction fees and third-party money manager fees.

Negotiated Fees
The Advisor, in its sole discretion, can reduce its investment management fee
based upon certain factors, like anticipated future earning capacity, anticipated
future additional assets, dollar amount of assets to be managed, related
accounts, account composition, negotiations with client and other
considerations.

Billing of Fees
Except for the initial billing month, the fees are paid in advance to QWA. The
Fee for the initial month will be due and payable in the month immediately
following account funding. The fee for the initial month shall be based on
valuation of the Account (determined as the market value plus any accrued
interest) as of a date of Advisor’s choosing but within 30 days of the date the
advisory account agreement was signed and the account was funded.
Thereafter, the Fee will be based on the average daily balance of the account
as of the last day of the immediately preceding month. The primary payment
method is where the custodian deducts the investment management fee
directly from client accounts. If a client selects certain third-party managers,
those fees can be billed on a quarterly basis in arrears in accordance with the
agreement the client has signed with the third-party manager. The fee will be
based on the average daily balance of the account as of the last day of the
immediately preceding month.

The clients’ margin balance is typically included when calculating QWA advisory
fees. Clients should note that they may already be paying margin interest on
these same assets. QWA charges advisory fees based upon the gross valuation
of client account(s) as determined by its performance-reporting vendors and
custodians. The total portfolio value on which fees are based can vary from the
value on the custodian statement (the valuation can be higher or lower) due to
such factors as the timing and posting of dividends, settlement dates for trades,
etc. In some cases, clients can provide the Advisor with pricing for securities or
real assets that cannot be (or are not) verified by QWA (i.e., either cost basis
information no longer readily available, value of real assets such as a client’s
home or art collection, etc.). These will be shown on client reports as "below the
line" assets and will not be used when calculating the client’s management fees
for the quarter. Clients invested in mutual funds and other collective investment
vehicles (“funds”) will indirectly pay management fees and other expenses of
the funds that are separate and in addition to the advisory fees paid to Advisor.

                        Quincy Wells Advisors, LLC

             Upon termination, the client is entitled to a pro rata refund of any prepaid asset
             management fees based on the number of days remaining in the month
             following termination.

             Other Fees
             All fees paid to QWA for investment advisory services are separate and
             distinct from the fees and expenses charged by mutual funds, REITs, ETFs,
             alternative investments (including hedge funds and private equity/debt funds)
             and other collective investment vehicles to their shareholders. These fees and
             expenses are described in each applicable investment vehicle’s prospectus or
             private placement memorandum. Virtually all such products have internal
             fees that are borne by the client that are separate from and in addition to any
             account level trading, execution, or QWA advisory fees. Quincy Wells Capital
             LLC can receive economic benefit from these internal fees and expenses.

             Additionally, if additional transaction-based commissions or service fees are
             or become payable to a QWA affiliate, the Advisor will generally seek to
             structure such fees so that, when aggregated with advisory fees, its total
             annual compensation does not exceed 2.5% (250 basis points).

QWA advisors can act as registered representatives under Quincy Wells Capital LLC and
receive compensation for some of the services provided in correlation with the advisory
services herein, as well as commissions for insurance transactions and group annuities.

             Investment Advisor Representatives
             QWA offers investment management and advisory services through a network
             of investment advisor representatives (“IAR”). The branch office locations for
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Item 7: Types of Clients

       Description
       The Advisor predominantly offers its services to individuals, high net worth
       individuals, pension and profit-sharing plans and participants, trusts, estates,
       charitable organizations, corporations or business entities.

       Account Minimums
       The Advisor generally does not require minimum annual fees or minimum
       account sizes. QWA advisory services may not be beneficial for certain asset
       levels or account sizes as advisory fees and trading and transaction costs can
       have a negative impact on performance.

       Access to certain third-party money managers, platforms, and programs can
       be limited to certain types of accounts and can be subject to account minimums,
       which will vary and can be negotiable depending upon the third- party money
       managers, platforms, and programs selected. Such minimums will be disclosed
       through separate disclosure documents.