Vistica Wealth Advisors LLC

Item 5 – Fees and Compensation

A     Fees for Investment Management Services:
      In consideration for our investment management services, clients pay us an annual asset-
      based fee which is calculated as a percentage of the market value of the assets placed under
      our management. Fees are computed and billed quarterly, in arrears, using the applicable
      “Annual Fee” as described in Client’s Wealth Advisory Agreement (“WAA”). The
      maximum annual asset-based percentage charged will not exceed 1.25% annually, subject
      to an annual fee minimum as described in Item 7. The annual percentage rate will be
      divided by 4 and are based on the market value of Client’s Account on the last day of the
      prior quarter (“Account Value”). As set up by Client and agreed upon with Advisor, the
      “Account Value” and the applicable “Annual Fee” applied will include assets where
      Advisor is providing investment advice but Advisor may not have trading discretion. Fees
      will be prorated, with respect to new Accounts opened during a calendar quarter. Prorated
      fees will be calculated using the quarter end Account Value and multiplied by the number
      of actual days in the calendar quarter that the account was managed by Advisor.
      Furthermore, at its discretion, Vistica Wealth Advisors may waive or reduce its advisory
      fee.

      All accounts for members of the client’s family (husband, wife, and dependent children)
      or related businesses may be assessed fees based on the total balance of all related family
      accounts at our discretion. We reserve the right to amend our advisory fees, but only upon
      30 days’ prior written notice to each client. The costs of financial planning services
      requested by investment management clients are generally covered within the foregoing
      asset-based fees, however, we reserve the right to charge additional hourly fees where the
      client presents more complex financial planning needs. These additional hourly fees are
      described below under “Fees for Financial Planning Services.”

      For purposes of determining the market value of your account, securities, mutual funds,
      and other instruments traded on a market for which actual transaction prices are publicly
      reported shall be valued at the last reported sale price on the principal market in which they
      are traded. Fees for partial billing periods at the commencement or termination of a WAA
      will be billed or refunded on a pro rata basis contingent on the number of actual days the
      account was open during the calendar quarter.

      The market value of your account will be construed to equal the sum of the values of all
      assets in your account, adjusted by any margin debit. Because advisory fees charged are
      lowered by margin balances maintained in client accounts, there is a disincentive for
      Vistica Wealth Advisors to recommend the use of margin in clients’ accounts. Use of
      margin also carries with it additional risk of volatility and loss which may not be
      appropriate for certain clients. In all cases, under its Code of Ethics, Vistica Wealth
      Advisors seeks to match clients with strategies appropriate for their situations.

                            VISTICA WEALTH ADVISORS, LLC
                            Part 2A of Form ADV – Firm Brochure

    Fees for Employee Benefit Plan Services:
    In consideration for our employee benefit plan services, clients pay an annual asset-based
    fee which is calculated as a percentage of the market value of the assets on which we advise.
    The fee (including any fees charged by BSP, where applicable) will be equal to the agreed
    upon rate per annum, billed quarterly in arrears on a pro rata basis, in accordance with the
    below fee schedule.

                             RETIREMENT PLAN FEE SCHEDULE

      Assets Under                    Vistica 3(21)   BSP 3(38)           Total Fee
      Management                      Advisory        Investment
                                      Fee             Management Fee
      On the first $1,000,000         0.70%           0.20%               0.90%
      On the next $4,000,000          0.45%           0.15%               0.60%
      On the next $5,000,000          0.25%           0.08%               0.33%
      On amounts over $10             0.15%           0.05%               0.20%
      million

    These fees are calculated and charged in the same manner as set out above with respect to
    our investment management services.

    Fees for Financial Planning Services:
    We typically charge fixed fees ranging from $3,500 to $20,000 for stand-alone financial
    planning engagements. While these fixed fees are typically paid to us quarterly in arrears
    based on pre-determined installment payments set forth in a written financial planning
    agreement entered with the client, we reserve the right to charge up to 100% of the agreed
    upon fixed fee at inception. Clients are advised that the specific fees they will pay for these
    services may vary outside of the above stated fee range depending on the complexity of
    the engagement and other factors. Any earned but unpaid fixed fees are always due in full
    upon our delivery to the client of our written financial planning recommendations. Planning
    fees may be adjusted, negotiated, and quoted in advance for unique or complex situations.

    Under certain circumstances, clients may wish to engage us for special personal or business
    financial consulting projects. The fee for such services will be agreed upon on a fixed fee
    basis or at our hourly rate. Our typical hourly rate is $325, but may be higher in some
    situations based the complexity of the engagement and other factors.

B   Billing Process:
    Vistica Wealth will typically directly deduct its investment management fees directly from
...

Item 7 – Types of Clients

We provide investment advice to the following types of clients:

      businesses;
      individuals;
      high net worth individuals;
      pension and profit-sharing plans; and
      trusts, estates or charitable organizations.

Because each client is unique, we encourage involvement in the planning and processes involved
in the management of their accounts. Such involvement does not have to be time consuming,
however we want our clients to remain informed and have a sense of security about their
investments.

Vistica Wealth generally requires minimum annual advisory fees of $17,500 for investment
management and financial planning services and $17,500 for employee benefit plan services. Most
stand-alone financial planning engagements will require payment of a minimum fixed fee of
$3,500.

                               VISTICA WEALTH ADVISORS, LLC
                               Part 2A of Form ADV – Firm Brochure

Long/short investment strategies implemented through third-party money managers have varying
minimum investment amounts and for certain strategies investors may also need to meet Qualified
Purchaser requirements. Additional information on this can be found in the materials provided by
the third-party money managers regarding each investment strategy.

Complete fixed income portfolio management of individual fixed income securities generally
requires a minimum investment of $250,000, although individual bonds may be purchased in
certain circumstances.

Except as described above in this Item 7, Vistica Wealth does not require any minimum account
size to commence or continue an advisory relationship. Our minimum account fees may be
negotiable under certain circumstances.