Riley S Crosbie Advisory LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management                Annual Fees         Quarterly Fee
                                                                         0.375%
        $0 - $2,000,000                              1.50%
                                                                         0.3325%
        $2,000,001 - $3,000,000                      1.33%
                                                                         0.30%
        $3,000,001 - $5,000,000                      1.20%
                                                                         0.25%
        $5,000,001 - $7,000,000                      1.00%
                                                                         0.2125%
        $7,000,001 - $10,000,000                     0.85%
                                                                         0.15%
        $10,000,001 - AND UP                         0.60%

RSCAL uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.

       Fee formula description: For purposes of calculating the client’s portfolio
       management fees described above, an example is offered below for a sample
       $2,500,000 account:

       •   For that portion of the client’s account(s) up to $2,000,000 the adviser will
           charge an annual fee of 1.50% as described above, resulting in an annual fee
           of $30,000 on the first $2,000,000; plus

       •   For that portion of the client’s account(s) exceeding $2,000,000 but not
           exceeding $2,500,000, the adviser will charge an annual fee of 1.33% as
           described above, resulting in an annual fee of $6,650 on the portion between
           $2,000,000 and $2,500,000.

       This would result in a total annual fee of $36,650 on the sample $2,500,000
       account

The use of the blended fee schedule represents a conflict of interest for RSCAL in that the
blended fee schedule results in higher fees for RSCAL than are collected by advisers who
use a breakpoint schedule for the same or similar services. Fees that are charged through
a blended fee schedule result in additional revenue for the adviser as the value of the
account increases. Although new money or increases in the accounts values may be
managed at lower rates, the total values of assets in the earlier tiers continue to be

managed at their initial higher rates. Higher asset under management fees may have an
adverse effect on client returns and client portfolios over time.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. Fees charged are negotiable based upon the type of client, the
complexity of the client's situation, and the relationship of the client with the investment
advisor representative. Clients may terminate the agreement without penalty for a full
refund of RSCAL's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Fees are paid in arrears.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by RSCAL. Please see Item 12 of this brochure
regarding broker-dealer/custodian. Clients are also responsible for any expenses or
commission related to insurance products as disclosed below in Item 5E.

D. Prepayment of Fees

RSCAL collects its fees in arrears. It does not collect fees in advance.

E. Outside Compensation For the Sale of Securities to Clients

Riley S. Crosbie is an insurance agent and in this role, accepts compensation for the sale
of insurance products to RSCAL clients.

1. This is a Conflict of Interest

   Supervised persons may accept compensation for the sale of insurance products. This
   presents a conflict of interest and gives the supervised person an incentive to
   recommend products based on the compensation received rather than on the client’s
   needs. When recommending the sale of insurance products for which the supervised
   persons receives compensation, RSCAL will document the conflict of interest in the
   client file and inform the client of the conflict of interest.

       2. Clients Have the Option to Purchase Recommended Products From
       Other Brokers

           Clients always have the option to purchase RSCAL recommended products through
           other brokers or agents that are not affiliated with RSCAL.

       3. Commissions are not RSCAL's primary source of compensation for
       advisory services

           Commissions are not RSCAL’s primary source of compensation for advisory services.

       4. Advisory Fees in Addition to Commissions or Markups

           Advisory fees that are charged to clients are not reduced to offset the commissions or
           markups on insurance products recommended to clients.

Item 7: Types of Clients

RSCAL generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals

There is no account minimum for any of RSCAL’s services.