Wealthmd Corporation

Item 5 – Fees and Compensation

Investment Management Services

We shall charge an annual fee based upon a percentage of the market value of the
assets being managed by us as indicated by the fee schedule below. We will aggregate
eligible related accounts to determine any breakpoints. Please note that we do not
charge our clients for 529 Plan accounts; however, these assets will not be included
when aggregating for breakpoints. Our fee is exclusive of, and in addition to brokerage
commissions, transaction fees, and other related costs and expenses which shall be
incurred by you. However, we shall not receive any portion of these commissions, fees,
and costs. Our annual fee shall be prorated and charged quarterly, in arrears, based
upon the market value of the assets on the last day of the previous quarter as valued by
your custodian(s). The fee shall vary depending upon the market value of the assets
under management:

                Assets                           Annual Fee           Quarterly Fee
         Less than $250,000                       2.00%                   .5000%
         $250.001 - $500,000                      1.75%                   .4375%
         $500,001 - $750,000                      1.50%                   .3750%
         $750,001 - $1,000,000                    1.25%                   .3125%
         More than $1,000,000                     1.00%                   .2500%

We reserve the right, in our sole discretion, to negotiate our management fee; however,
we will not charge less than 1% on client assets except for employees or family of
employees, whose fees are waived. Therefore, clients with similar assets under
management and investment objectives may pay significantly higher or lower fees than
other clients. You acknowledge that it is your responsibility to verify the accuracy of the
calculation of the Management Fee, and that if fees are deducted directly from your
account(s), the custodian will not determine whether the Management Fee is accurate
or properly calculated. Furthermore, our advisory board members (listed in item 10) will
pay a discounted rate of 1% regardless of the amount of assets under management.

In addition to the negotiability explained above, certain employers, for your employer
sponsored retirement plan, impose a fee cap on us when delivering our services. We
agree to abide by any such employer mandate at no extra cost to the client for those
designated assets. However, the extent and level of services wealthMD provides may
be impacted. While our investment decision making process will remain the same,
ancillary services (e.g., number of, or type of, meetings, etc.) may be impacted.
Furthermore, should an employer impose such a fee cap, those assets will not be
aggregated with other accounts to determine a breakpoint, as described above. Such
accounts will be segregated for billing purposes. Please discuss with your IAR if your
employer has any such mandates.

For the initial quarter, the first quarter’s fees shall be calculated on a pro rata basis
commencing on the day the Assets are initially designated to us for management under
our agreement with you. Fees are automatically deducted from the account pursuant to
the advisory agreement and not typically billed separately. The Agreement between us
will continue in effect until terminated. The Agreement can be made at any time, by either
party pursuant to the terms of the Agreement. Upon termination of your agreement, we
will not charge a Management Fee for the last quarter during which services were
rendered.

Additions may be in cash or securities; however, we reserve the right to liquidate any
transferred securities or decline to accept particular securities into your account. We will
consult with you about the options and ramifications of transferring securities. However,
you are advised that when transferred securities are liquidated, they are subject to
transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales
charge), and/or tax ramifications.

Our Agreement and/or the separate agreement with the Financial Institution(s) typically
authorize us through the Financial Institution(s) to debit your account for the amount of
our fee and to directly remit that management fee to us in accordance with applicable
custody rules.

You will incur certain charges imposed by the Financial Institution(s) and other third
parties such as fees charged for custodial fees, charges imposed directly by a mutual
fund or exchange traded funds in the account, which shall be disclosed in the fund’s
prospectus (e.g., fund management fees and other fund expenses), deferred sales
charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and
other fees and taxes on brokerage accounts and securities transactions. All mutual funds
recommended are “no-load” or “fee waived” funds. Additionally, you will incur brokerage
commissions and transaction fees, charged by these custodians or any other designated
broker-dealer. Such charges, fees and commissions are exclusive of and in addition to
our fee. Please refer to Item 12 for more information on brokerage arrangements.
Furthermore, our fee is in addition to any other administrative or platform fees charged
by university retirement plans.

Item 7 – Types of Clients

We provide investment management services to individuals, including high net worth
individuals and trusts. We do not impose a minimum portfolio size or a minimum annual
fee.