Stepp & Rothwell Inc

Item 5           Fees and Compensation

   A. If a client engages Stepp & Rothwell to provide combined financial planning and consulting services
        and discretionary investment advisory services on a fee-only basis, Stepp & Rothwell's annual
        retainer fee shall be determined in accordance with the following financial planning and investment
        advisory fee schedule:

                 Annual Retainer Fee: $7,500 + 0.50% of Total Investment Assets

         Stepp & Rothwell may offer only discretionary investment management services to certain clients.
         These clients will not receive financial planning services. Stepp & Rothwell’s annual retainer fee
         shall be determined in accordance with the following investment management only fee schedule:

                 Investment Management-Only Annual Retainer Fee: 1.0% of Total Investment Assets.

         Please Note: Fees are negotiable. Stepp & Rothwell, in its sole discretion, may charge a lesser
         Retainer fee based upon certain criteria (i.e., anticipated future earning capacity, anticipated future
         additional assets, dollar amount of assets to be managed, related accounts, account composition,
         complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules,
         employees and family members, courtesy accounts, competition, negotiations with client, etc.).
         Clients who engaged Stepp & Rothwell before April 1, 2017, are grandfathered under prior fee
         schedules. Clients under some grandfathered fee schedules are subject to an annual minimum fee of
         $10,000. Please Note: As a result of the above, similarly situated clients could pay different fees.

                   Margin Accounts: Risks/Conflicts of Interest. Stepp and Rothwell does not recommend
         the use of margin for investment purposes. A margin account is a brokerage account that allows
         investors to borrow money to buy securities. By using borrowed funds, the customer is employing
         leverage that will magnify both account gains and losses. The broker charges the investor interest
         for the right to borrow money and uses the securities as collateral. Should a client determine to use
         margin, Stepp & Rothwell will include the entire market value of the margined assets when
         computing its advisory fee. Accordingly, Stepp & Rothwell’s fee shall be based upon a higher
         margined account value, resulting in Stepp & Rothwell earning a correspondingly higher advisory
         fee. As a result, the potential of conflict of interest arises since Stepp & Rothwell may have an
         economic disincentive to recommend that the client terminate the use of margin. ANY
         QUESTIONS: Our Chief Compliance Office, Howard Rothwell, remains available to address
         any questions that a client or prospective client may have regarding the use of margin.

     Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so
     by using:
          •   Margin- The account custodian or broker-dealer lends money to the client. The custodian
              charges the client interest for the right to borrow money, and uses the assets in the client’s
              brokerage account as collateral: and,
          •   Pledged Assets Loan- In consideration for a lender (i.e. a bank, etc.) to make a loan to the
              client the client pledges its investment assets held at the account custodian as collateral:
     These above-described collateralized loans are generally utilized because they typically provide more
     favorable interest rates than standard commercial loans. These types of collateralized loans can assist
     with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in

 lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are
 not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank,
 etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets
 fall below a certain level. For this reason, Stepp & Rothwell does not recommend such borrowing
 unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Stepp &
 Rothwell does not recommend such borrowing for investment purposes (i.e., to invest the borrowed
 funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets
 loan, the following economic benefits would inure to Stepp & Rothwell:
     •    By taking the loan rather than liquidating assets in the client’s account, Stepp & Rothwell
          continues to earn a fee on such Account assets; and
     •    If the client invests any portion of the loan proceeds in an account to be managed by Stepp &
          Rothwell, Stepp & Rothwell will receive an advisory fee on the invested amount; and
     •    If Stepp & Rothwell’s advisory fee is based upon the higher margined account value, Stepp &
          Rothwell will earn a correspondingly higher advisory fee. This could provide Stepp & Rothwell
          with a disincentive to encourage the client to discontinue the use of margin.
 Please note: The Client must accept the above risks and potential corresponding consequences
 associated with the use of margin or a pledged assets loans.

B. Clients may elect to have Stepp & Rothwell's advisory fees deducted from their custodial accounts.
   Both Stepp & Rothwell's Investment Advisory Agreement and the client’s custodial/clearing
   agreement may authorize a custodian to debit the client’s accounts for the amount of Stepp &
   Rothwell's investment advisory fee and to directly remit that management fee to Stepp & Rothwell
   in compliance with regulatory procedures. In the event that Stepp & Rothwell bills the client directly,
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Item 7           Types of Clients

         Stepp & Rothwell's clients shall generally include individuals, business entities, trusts, estates, and
         charitable organizations.