TCI Wealth Advisors Inc

Item 5            Fees and Compensation

    A.
                             INVESTMENT MANAGEMENT AND PLANNING
         The Registrant provides discretionary and non-discretionary investment advisory services
         on a fee-only basis. The Registrant’s annual investment advisory fee shall be based upon a
         percentage (%) of the market value and type of assets placed under the Registrant’s
         management, generally between 0.25% and 1.00% as follows:

                                            Standard Fee Schedule

Legacy Clients

    Assets                                                 Annual Fee
    Up to $2 million                                       1.00%
    Next $3 million                                        0.75%
    Over $5 million                                        0.50%

New Clients

Assets Up to $1,999,999

    Value of All Managed Accounts with Firm                             Per Quarter     Annualized
    Up to $1,999,999                                                    0.2500%         1.00%

Assets From $2 million

                                                                        Quarterly       Annually
    Retainer                                                            $3,000          $12,000
                                 - Plus -
    Total Portfolio Values
    From $0 million to $10 million                                      0.10%           .40%
    From $10 million to $20 million                                     0.075%          .30%
    Above $20 million                                                   0.0625%         .25%

4895-5350-1518, v. 1

         •  To the extent that the Registrant chooses to accept a client with assets below $400,000,
            the Registrant may charge up to 1.00% of assets under management.
In addition to the Registrant’s investment advisory fee, certain clients may be
charged an annual retainer fee.

                        Fee Schedule for Employer Sponsored Retirement Plans

         The Adviser shall be compensated based upon a percentage of the assets in the Plan (without regard
         to the Excluded Assets) in accordance with the following Fee schedule:

                 Value of Plan Assets                                          Annual Fee
    $0 - $500,000                                                                0.85%
    $500,000 - $2,500,000                                                        0.65%
    $2,500,000 - $5,000,000                                                      0.45%
    $5,000,000 - $10,000,000                                                     0.30%
    $10,000,000 +                                                                0.10%

         Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee,
         waive its fee entirely, or charge fee on a different interval, 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.). Please
         Note: As result of the above, similarly situated clients could pay different fees. In addition,
         similar advisory services may be available from other investment advisers for similar or
         lower fees. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Simone Gehner,
         remains available to address any questions that a client or prospective client may have
         regarding advisory fees.

                 FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
         Registrant’s planning and consulting fees are negotiable, but generally range from $500 to
         $1,500 on a fixed fee basis, and from $150 to $250 on an hourly rate basis, depending upon
         the level and scope of the service(s) required and the professional(s) rendering the
         service(s).

         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.
         ANY QUESTIONS: Registrant’s Chief Compliance Officer, Simone Gehner, remains
         available to address any questions regarding advisory fees.

                                     RETIREMENT PLAN CONSULTING

4895-5350-1518, v. 1

         If a client determines to engage the Registrant to provide retirement plan consulting
         services, the Registrant’s annual fee shall be based upon a percentage (%) of the market
         value of plan assets, generally between 0.36% and 0.50% as follows:

    Assets                                                     Annual Fee
    Up to $5 million                                           0.50%
    Over $5 million                                            0.36%

         Margin Accounts - Risks. Registrant 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 and/or for other non-investment borrowing purposes. The
         broker/custodian charges the investor interest for the right to borrow money and uses the
         securities as collateral. By using borrowed funds, the customer is employing leverage that
         will magnify both account gains and losses. Please Note: The use of margin can cause
         significant adverse financial consequences in the event of a market correction. ANY
         QUESTIONS: Our Chief Compliance Officer, Simone Gehner, remains available to
...

Item 7            Types of Clients

         The Registrant’s clients shall generally include individuals, high net worth individuals,
         business entities, pension and profit-sharing plans, trusts, estates, and charitable
         organizations. The Registrant does not require an annual minimum fee for its Standard Fee
         Schedule. However, Registrant requires a minimum annual fee of $1,000 for investment
         advisory services to non-employer sponsored retirement plans and $2,500 for its ASPIRE
         clients. Therefore, clients who maintain less than $80,000 in assets under Registrant’s
         management, who are subject to this minimum fee will pay a higher percentage annual fee
         than the 1.00% referenced in Item 5.A. above.

         Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee,
         charge a combination of flat and percentage of assets under management fee, waive its
         minimum/modify if minimum fee, waive its fee entirely, or charge fee on a different
         interval, 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.). Please Note: As result of the above, similarly
         situated clients could pay different fees. In addition, similar advisory services may be
         available from other investment advisers for similar or lower fees. ANY QUESTIONS:
         Registrant’s Chief Compliance Officer, Simone Gehner, remains available to address any
         questions that a client or prospective client may have regarding advisory fees.