The Wealthgarden FS LLC

ITEM 5 – FEES AND COMPENSATION

        5a, b, c & d: Fee Schedules, Payments & Options
        Investment Management

        Fees are based on assets under management using a cliff fee schedule. Once a breakpoint is reached, all assets will be
        billed at the same breakpoint annual fee rate.
       ASSETS UNDER MANAGEMENT                                       ANNUAL FEE RATE (%)
                 $0 – $500,000                                       1.50%
         $500,001 – $1,000,000                                       1.25%
       $1,000,001 – $5,000,000                                       1.00%
       $5,000,001 +                                                  0.80%

        Total fees collected will not exceed 3% of assets under management per year.
        Fees are negotiable. Fees may differ based on a number of factors:

             •    Size of the relationship – Larger accounts may receive more favorable
                  pricing.
            •     Accounts within the same household will be combined under a signed householding form for a reduced
                  fee unless the client instructs otherwise.
             •    Level of services needed – Accounts requesting more services may have higher fees.
             •    Trading activity and active portfolio management – actively managed accounts generally have higher fees
                  than fixed income accounts, buy and hold portfolios, and mutual fund or exchange traded fund accounts.
             •    Comprehensive Financial Planning
             •    Our employees and their family related accounts are charged a reduced fee for services.

        For purposes of determining value, securities and other instruments traded on a market for which actual transaction
        prices are publicly reported are valued at the last reported sale price on the principal market in which they are traded.

        Compensation for our services will be calculated in accordance with what is set in the client agreement. We may modify
        the terms of any agreement by written changes submitted to the client for signature. While we strive to maintain
        competitive fees, the same or similar services may be available from other firms at higher or lower fees.

        WealthGarden requires written authorization from the client to deduct advisory fees from an account held by a qualified
        custodian. At the same time WealthGarden sends the qualified custodian written notice of the amount of the fee to be
        deducted from the client’s account, WealthGarden sends the client a written invoice itemizing the fee, including the
        formula used to calculate the fee, the time period covered by the fee and the amount of assets under management on
        which the fee was based. The invoice will also contain the fee calculation itself and the name of the custodian.
        WealthGarden fees are paid from your account by the custodian when we submit an invoice to them. We strongly urge
        you to compare our invoices to custodian statements for accuracy. The account custodian sends a statement to the
        client, at least quarterly, showing all account disbursements, including advisory fees.

        WealthGarden fees are paid quarterly in arrears based on the value as of the last business day of the quarter with
        payment due within 10 days from the date of the invoice. Our fee is determined by taking the percentage rate we
        charge, divided by four, multiplied by the market value of the account. For example, a $1,000,000 account balance
        at the end of a quarter charged at a 1% annual rate is charged by 25% per quarter, so $1,000,000 x .00F25 = $2,500. A
        $1,500,000 account balance at the end of a quarter is charged at a 0.90% annual rate is charged .225% per quarter, so
        $1,500,000 x
        .00225 = $3,750. The market value is the sum of the values of all managed assets in the account, not adjusted by any
        margin debit. Our firm bills on cash unless otherwise indicated in writing.

 ADV PART 2 A BROCHURE                                                                                               PAGE 8 OF 19

      In cases where there are partial fees at the commencement or termination of our agreement, they will be billed or
      refunded on a pro-rated basis contingent on the number of days the account was open. Quarterly fee adjustments for
      additional assets received into the account during a quarter or for partial withdrawals will also be provided on the above
      pro rata basis.

      Either party may terminate the advisory agreement signed with our firm for Investment Management services in writing
      at any time. Upon notice of termination, pro-rata advisory fees for services rendered to the point of termination will be
      charged. If advisory fees cannot be deducted, our firm will send an invoice for due advisory fees to the client.

      If there is insufficient cash in your account to pay your fees, securities in your portfolio may be sold to pay our fee.

      In addition to our fees, there may be custodial, mutual fund, 12b-1 fees or similar third-party management fees and
      charges. See 5c: Third Party Fees below.

      The maximum annual fee charged to clients utilizing Third Party Managers will not exceed the maximum fee published above
      for this service. Our firm will debit fees for this service as disclosed in the executed advisory agreement between the client
      and our firm. This fee shall be in addition to any fees assessed by the chosen third-party money manager. The Third-Party
      money managers we recommend will not directly charge you a higher fee than they would have charged without us
      introducing you to them. Third party money managers establish and maintain their own separate billing processes over which
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ITEM 7 – TYPES OF CLIENTS
      WealthGarden generally provides asset management and financial planning services to the following types of
      clients:

           Individuals
           High-Net-Worth Individuals
          Pension and Profit-Sharing Plans
           Trusts
           Estates
           Charitable Organizations
           Corporations

      Minimum Account Size:

      WealthGarden does not have an account minimum.