Wealth-Builders Inc

Item 5 – Fees and Compensation
Types of Agreements
     The following details define the typical client relationships.

      Advisory Service Agreement
      WB manages assets on either a discretionary or non-discretionary basis as
      reflected in the Advisory Service Agreement, (the “Agreement”) between us. WB
      will work with you in determining among other things, suitability, investment
      objectives, goals, time horizons and risk tolerances. As goals and objectives
      change over time, suggestions are made and implemented on an ongoing basis.

      Our services and fees are reflected in the Agreement between us and is provided
      to you in writing prior to the start of the relationship. This Agreement includes
      investment management and as requested and agreed to, may also include other
      related financial planning services such as cash flow management and retirement
      planning as well as recommendations for which you are responsible to implement
      within each area.
      Our annual fees are based on a percentage of your investable assets according to
      the following schedule:

                                     Wealth-Builders, Inc.

     Market Value of portfolio             Annual Fee
     From $0-$1,000,000                    1.00%
     The balance of $1,000,001-$2,000,000 0.85%
     The balance of $2,000,001-$3,000,000 0.65%
     The balance of $3,000,001-$4,000,000 0.50%
     The balance of $4,000,001-$10,000,000 0.35%
     The balance over $10,000,001          Negotiable

     Similar services may be available from other investment advisers for a fee,
     which may be higher or lower than the fee charged by WB. Our fees are negotiable.

     Reduced fee arrangements may be employed for accounts outside the customary
     fee schedule above. In such cases, the fee will be set at a mutually agreed
     upon rate and reflected in the Agreement between us, or in an addendum to such
     Agreement, stating the investment advisory fees to be charged for specific services.

     The fee will be a percentage of the market value of all assets in the Portfolio on the
     last trading day of each calendar quarter. All fees will be payable in advance for
     each calendar quarter. Additional fees may be due to Adviser for deposits to
     Portfolio during the quarter. Fees for partial quarter at the commencement or
     termination of this agreement and for deposits or withdrawals to Portfolio during the
     quarter will be prorated based on number of days during the quarter. Pre-paid but
     unearned fees will be refunded to you.

     WB does not require a minimum investment amount or a minimum investment
     advisory fee.
     You or WB may terminate our Agreement by written notice to the other party. At
     termination, pre-paid but unearned fees will be refunded on a pro rata basis for the
     portion of the quarter after termination. The portfolio value at the completion of the
     prior full billing quarter is used as the basis for the fee computation, adjusted for the
     number of days during the billing quarter prior to termination.

Hourly Planning Engagements
     WB provides hourly planning services for clients who need advice on a limited scope
     of work. The hourly rate for limited scope engagements is $350.00.

     Termination of Agreement
     A Client may terminate any of the aforementioned Agreements at any time by
     notifying WB in writing and paying the fee due (in the case of hourly arrangements)
     for the time spent on the engagement prior to notification of termination. Completed
     work product will be delivered upon payment of fees due. Any pre-paid but unearned

                                    Wealth-Builders, Inc.

     asset management fees will be refunded, based on the number of days the
     account(s) were under our management prior to termination.

    Asset Management by Sub Advisors
    WB may determine that all or a portion of the assets in the account be managed by
    Sub Advisors. In such case, fees charged (if any) by a Sub Advisor will be fully
    disclosed to you. Sub Advisory fees may also be paid by WB from Advisory fees you
    pay to us and will not result in increased fees to you. We are authorized, through the
    written Agreement between us, to use our discretion in selecting or changing a Sub
    Advisor and/or outside money manager to your account(s) without prior approval
    from you.

    WB has entered into an agreement with 55 Institutional Partners LLC (d/b/a “55ip”).
    As suitable and appropriate for those clients looking for multiple or more customized
    strategies, such as tax efficiency or socially responsible investing for example, we
    will recommend this option for you. 55ip’s strategies may include mutual funds that
    pay 55ip additional compensation related to those fund investments. These
    additional fees paid to 55ip are not charged to you, but can create a conflict of
    interest in that there are additional financial incentives for 55ip to recommend such
    funds. WB does not receive any portion of these fees.

    When WB determines that such arrangement may be beneficial to you, you will
    execute a limited power of attorney directly with 55ip and be provided all disclosures
    detailing their programs. Currently, 55ip does not charge fees to WB or our Clients
    for its management services.

     Past-Due Accounts and Termination of Agreement

    WB reserves the right to stop work on any account that is more than 60 days
    overdue. In addition, WB reserves the right to terminate any engagement where a
    client has willfully concealed or has refused to provide pertinent information when
    necessary and appropriate, in WB’s judgment, to providing proper financial advice.
    Any unearned portion of fees collected in advance will be refunded to the Client.

Item 7 – Types of Clients

Description
     WB generally provides investment advice to individuals, trusts, estates,
     corporations, partnerships, and limited liability companies. Client relationships vary
     in scope and length of service.

Account Minimums
    WB does not impose a minimum account size or a minimum investment advisory
    fee.