Theory Financial LLC

ITEM 5 – FEES AND COMPENSATION
    5a, b, c & d: Fee Schedules, Payments & Options
    Investment Management

        ASSETS UNDER MANAGEMENT                                       ANNUAL FEE (%)

        $0 – $250,000                                                 0.99%

        $250,001 – $750,000                                           0.85%

        $750,001 – $1,500,000                                         0.75%

        $1,500,001 – $3,000,000                                       0.65%

        $3,000,001 – $5,000,000                                       0.55%

        Over $5,000,000                                               0.50%

    Theory utilizes a tiered fee structure under which a lower rate is charged on assets invested in each succeeding tier. For
    example, an account with $1,500,000 invested will be charged, .99% on the first 250,000 invested (i.e. $2475) and .85%
    for each dollar invested between $250,001 and $750,000.00 (i.e. $4250 for $500,00.00) and .75% for each dollar above
    $750,000.00 (i.e.$5625 for $750,000) for a total fee of $12,350. Theory does not have an account minimum. Please note
    that the rates quoted above are annual rates and that billing occurs quarterly as described below.

    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

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             fee unless the client instructs otherwise.
         •   Less active accounts may receive more favorable pricing.
         •   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.
    If the investments are not managed assets, they are not included in Theory’s fee calculation.

    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.

    Theory requires written authorization from the client to deduct advisory fees from an account held by a qualified
    custodian. Theory sends the qualified custodian written notice of the amount of the fee to be deducted from the client’s
    account. Theory fees are paid from your account by the custodian when we submit an invoice to them.

    Theory fees are paid quarterly in advance based on the value as of the last business day of the prior 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, times the market value of the account. The market value is the sum of the values of all
    managed assets in the account, not adjusted by any margin debit.

    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.

    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 or mutual fund fees.

    Financial Planning Fees
    For clients who engage Theory for investment management services, fees for financial planning and consulting services
    are generally complimentary.

    Fees for stand-alone services (when a client does not use Theory ’s investment management services for complimentary
    financial planning) are charged on an hourly basis. The hourly rate for financial planning is $200. Preparing an initial financial
    plan generally takes 5 – 10 hours depending on the complexity, nature and time required to gather and analyze relevant
    information. As plans become more complex, require additional expertise, cover multiple topics, they take more time
    to complete and may require additional hours. For clients who subsequently engage Theory for investment
    management services, we do not waive or offset fees paid for stand-alone financial planning and consulting services.

    These arrangements will be defined and agreed upon by both parties via the financial planning agreement. The fees
    are negotiable.

    Theory does not require a retainer for this service. Financial Planning fees will be billed in arrears upon delivery of the
    plan or completion of the agreed services, with payment due within 10 days from the date of the invoice. Financial
    Planning fees may be paid by personal check, or the client may elect by written authorization to have their fee debited
    from investment management non-qualified accounts approved for such fee debit payments. Fees may be billed on a
    quarterly basis. In all instances, Theory will send the client a written invoice concurrent with the request for payment.
    The invoice will include the fee, the formula used to calculate the fee(s), the fee calculation itself, the time period
    covered by the fee(s) and the services provided.

    Theory does not take receipt of more than $1200 in fees per client six (6) months in advance. Clients may terminate
    these contracts at any time. When an agreement is terminated, Theory w ill invoice for all earned fees as of the date
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ITEM 7 – TYPES OF CLIENTS
    Theory gen erally provides asset management and financial planning services to the following types of clients:

        ▪   Individuals
        ▪   High‐Net‐Worth Individuals
        ▪   Trusts
        ▪   Estates
        ▪   Corporations
        ▪   Pension and Profit-Sharing Plans
        ▪   Charities
    Minimum Account Size:
    Theory does not have an account minimum. However, we may decline to accept clients with smaller portfolios.