Vicus Capital Inc

Fees and Compensation
Vicus Capital and its IARs/Promoters can be compensated for their advisory services. Fees can be
negotiable and decided in advance of the services provided in an Agreement between Vicus Capital, the
IAR/Promoter and the Client. Typically, compensation is based on an assets under management (AUM)
fee. This means that Clients are charged a fee that is calculated as an annual percentage of the market
value of the assets held within the Clients’ advisory accounts. The following explains the different ways
that the Client may be charged a fee.

Investment Management Strategies:
The Investment Management Fee (formerly referenced as Platform Fee) schedule is listed on the following page:

Vicus Capital reserves the right to modify the above listed fee schedule at its discretion for a group of accounts or
on an individual basis. Any variations of the above listed fee schedule will be provided to Client based on their
specific situation.

The Vicus Capital Investment Management Fee could be modified to be charged in a variety of manners. Below
are some ways in which the fees could be calculated, however, Vicus Capital reserves the right to introduce
additional variations of billing in addition to the following:

(1) Tiered/Blended Fee: The fee percentages are applied to each asset level listed in the Investment
Management Agreement. An example of the possible billing tiers is listed below. The fee percentage will be
calculated based on each tier level. For example, if the asset size of the account is $500,000 and the percentage
fee to be charged for the First $250,000 is 1.5% and the Next $250,000 is 1.3%; the fee for the first $250,000 will
be 1.5% and the remaining $250,000 will be charged 1.3%.

               Example Tier Schedule

                                     First $250,000           1.5%
                                     Next $250,000            1.3%
                                     Next $500,000            1.3%
                                     Next $1,000,000          1.0%
                                     Next $2,000,000          1.0%
                                     Over $4,000,000          1.0%

(2) Linear/Retroactive Fee: The fee percentages are listed in the tiered fee schedule below. The fee
percentage applied to the account will be based on the total amount of assets in the account. For example, if the
account size is $2,000,000 and the $0 – $1,000,000 tier has a 1.5% fee and the $1,000,001 - $3,000,000 tier fee
is 1.3%; the fee charged will be 1.3% of $2,000,000.

               Example Tier Schedule
                                     $0 – 1,000,000           1.5%
                                     $1,000,001 –             1.3%
                                     $3,000,000
                                     $3,000,001 –             1.3%
                                     $5,000,000
                                     Over $5,000,000          1.3%

(3) Fixed Percentage Fee: Fee charged is a percentage based on the total amount of assets held in the
account.

(4) Fixed Fee: Fee charged is a fixed amount.

Clients may be eligible, depending on their chosen Strategy(s), to receive a specific blended rate which
is dependent upon accounts maintained in the Client’s “household”. For accounts that qualify for
householding, Vicus Capital will create a customized, blended Investment Management Fee schedule based on
the total assets under management held within a Client’s household. A household is defined as any spouse,
domestic partner, and/or child(ren) who maintain accounts at the same registered address. Vicus Capital will
calculate the collective sum of all assets held in accounts at Client’s registered address and provide a blended
fee schedule based on the assets held in each strategy.

The blended, household fee schedule is calculated as follows:
First, the accounts and assets that fall within a household are determined by gathering any spouse, domestic
partner, and/or child(ren) who maintain accounts at the same registered address. Then, the percentage that
each account contributes to the cumulative household assets is determined. Once the percentages are
determined, the percentages are multiplied by the corresponding investment management fee at each tier level.
The results are added for each tier level across qualifying accounts to create a household blended fee schedule.
NOTE: If the total household fee is less than the sum of the minimum account fees for each account in the
household, then the cumulative household minimum account fee will be charged. The final fee is calculated by
applying the household blended fee schedule back to each account proportionate to the percentage each
account contributes to the household assets.

EXAMPLE:

                                   BILLED AS A HOUSEHOLD BASED ON $1M AUM
                                                     ProSelect =
                                   PCS = $750,000                   SII = $50,000                                Household
                                                       $200,000
                                     (75% of $1M)                   (5% of $1M)                                 Blended Fee
                                                    (20% of $1M)
 Minimum Account Fee                    $1,400           $330            $250                                     $1,980^
                                    0.55% * 0.75 =  0.33% * 0.20 = 0.40% * 0.05 =                             $250,000 * 0.50%
 First $250,000
                                        0.41%           0.07%           0.02%                                     = $1,250
                                    0.45% * 0.75 =  0.31% * 0.20 = 0.40% * 0.05 =                             $250,000 * 0.42%
 Next $250,000
                                        0.34%           0.06%           0.02%                                     = $1,050
...

Types of Clients

Over 62% of Vicus Capital’s Client base consists of non-high-net-worth individuals. Approximately 35% of Vicus
Capital Clients are defined as high-net-worth individuals. In addition to individuals, Vicus Capital’s Clients might
consist of Pension or Profit-Sharing Plans, Charitable Organizations or Corporations.

Vicus Capital’s Investment Management Strategies have minimum account fees which are referred to in the fee
section of the Vicus Capital Investment Management Agreement. Vicus Capital reserves the right to waive this
minimum fee requirement.

Vicus Capital imposes some minimum account requirements, noted on Page 11, in order to meet investment
requirements. There may be situations where a TPMM or Provider may impose an initial or maintenance
minimum balance requirement. In these situations, Vicus Capital will enforce those minimum standards. The
minimum requirements can be found by referring to the appropriate TPMM’s ADV Part 2A brochure or
prospectus.

                  Methods of Analysis, Investment Strategies and Risk of Loss
Vicus Capital uses the following methods of analysis and investment strategies in formulating
investment advice and/or managing assets.

Strategic Asset Allocation. Portfolios are diversified among various asset classes and/or securities to spread
the risk of investing in any particular security and/or industry. A neutral asset allocation is established based on
an evaluation of the historical long-term risk and return relationships of various asset classes and what is
considered to be realistic and reasonable expectations. Then, asset classes are over- or under-weighted based
on the stage of the current market cycle, long-term trends, secular factors and current over- and under-valuation
of various asset classes. Periodically, assets are bought or sold in portfolios to maintain the desired overall
asset allocation.

Fundamental Analysis. Securities are evaluated by examining their economic, financial and quantitative
factors. Qualitative analysis involves focusing on subjective factors such as management expertise while
quantitative analysis involves using mathematical and statistical modeling. The goal of using fundamental
analysis is to measure the intrinsic or actual value of the company. Then, the security’s intrinsic value is
compared with the security’s current market price to determine whether the security should be bought or sold.
The same factors can be used to examine the relative valuations of asset classes, sectors, and industries, which
may be accessed through securities such as mutual funds and exchange-traded products.

Technical Analysis. Securities are evaluated by analyzing market statistics such as volume and historical
prices. It is based on the belief that the historical statistics may be indications of future price moves of the
securities.

Vicus Capital implements investment strategies based on Client’s risk tolerance. Risk Tolerance
categories vary and are defined as:

     Capital Preservation*: Emphasis on generating a stable level of current income. Future capital appreciation
     is a secondary objective. Modest annual principal fluctuation is expected and acceptable.
     Conservative: Emphasis on generating current income. Future capital appreciation is a secondary
     objective. Some principal fluctuation is expected and acceptable.
     Moderate: Emphasis on both current income and future capital appreciation. Principal risk and fluctuation
     are expected and acceptable.
     Growth: Primary emphasis is on future capital appreciation. Income is a secondary objective. Principal risk
     and fluctuation are expected and acceptable.
     Aggressive Growth*: Emphasis is entirely on future capital appreciation. Substantial principal risk and
     fluctuation are expected and acceptable.
     *Applicable to FlexChoice and FlexChoicePro portfolios only.

Accounts will be managed according to the principles of investment management within the various categories
defined below. The allocations described below are provided for informational purposes only and are meant to
be used only as an informational guideline as to how an account might be invested. There is no guarantee that
the objective of the strategy will be achieved.

Strategic Long-Term Asset Allocation Risk Categories. Portfolios in this category use the principles of
strategic asset allocation. The purpose of strategic asset allocation is to optimize the risk/reward ratio of Client's
portfolio by investing among several asset classes. Allocations are defined as follows based on risk tolerance.
     • Capital Preservation - Portfolio is predominately invested in fixed income. NOTE: Available in FlexChoice
     and FlexChoicePro only.
     • Conservative - Portfolio is tilted toward fixed income and away from equities.
     • Moderate - Portfolio strikes a balance between fixed income and equities.
     • Growth - Portfolio is tilted toward equities and away from fixed income.
     • Aggressive Growth - Portfolio is predominately invested in equities. NOTE: Available in FlexChoice and
     FlexChoicePro only.

Tactical Asset Allocation Risk Categories. Portfolios in tactical asset allocation categories use the principles
of strategic asset allocation with the ability to make tactical allocation shifts. The purpose of strategic asset
allocation is to optimize the risk/reward ratio of Client's portfolio by investing among several asset classes.
Tactical allocation shifts allow the portfolio to dynamically adjust the portfolio's allocation based on shorter time
horizon views. Allocations are defined as follows based on risk tolerance.
      • Conservative - Portfolio is tilted toward fixed income and away from equities.
      • Moderate - Portfolio strikes a balance between fixed income and equities.
      • Growth - Portfolio is tilted toward equities and away from fixed income.
...