Williams & Associates Inc

Item 5: Fees and Compensation

A. Fee Schedule

Investment Management Fees

       Total Assets Under Management          Annual Fees
       First $1,000,000                       1.00%
       Next $1,000,000                        0.90%
       Next $3,000,000                        0.80%
       Next $5,000,000                        0.60%
       $10,000,000 +                          0.45%

Fees are blended and paid in advance. The advisory fee is calculated using the
value of the assets in the Household on the last business day of the prior billing
period.

These fees are generally not negotiable and the final fee schedule will be
memorialized in the client’s advisory agreement. Clients may terminate the
agreement without penalty for a full refund of WAM's fees within five business
days of signing the Investment Advisory Contract. Thereafter, clients may
terminate the Investment Advisory Contract immediately upon written notice.

Wealth Management Fees

       Total Assets Under Management           Annual Fees
       First $500,000                          1.25%
       Next $500,000                           0.95%
       Next $1,000,000                         0.90%
       Next $3,000,000                         0.85%
       Next $5,000,000                         0.70%
       $10,000,000+                            0.45%

Fees are blended and paid in advance. The advisory fee is calculated using the
value of the assets in the Household on the last business day of the prior billing
period. Wealth Management services also include an initial fee as described in
the Financial Planning Fees section below. These fees are generally not
negotiable, and the final fee schedule will be memorialized in the client’s
advisory agreement. Clients may terminate the agreement without penalty for a
full refund of WAM's fees within five business days of signing the Investment
Advisory Contract. Thereafter, clients may terminate the Investment Advisory
Contract immediately upon written notice.

Cash Management Fees

Cash Management accounts are charged 0.25%.

Selection of Other Advisers Fees

Clients will pay WAM its standard fee in addition to the standard fee for the
advisers to which it directs those clients. This relationship will be memorialized
in each contract between WAM and each third-party adviser. The fees will not
exceed any limit imposed by any regulatory agency.

Financial Planning Fees

Fixed Fees

The fixed rate for creating client financial plans is between $5,000 and $50,000.

Clients may terminate the agreement without penalty, for full refund of WAM’s
fees, within five business days of signing the Agreement. Thereafter, clients may
terminate the Agreement generally upon written notice.

B. Payment of Fees

Payment of Investment Management Fees

Asset-based investment management fees are withdrawn directly from the
client's accounts with client's written authorization on a quarterly basis. Fees
are paid in advance.

Payment of Wealth Management Fees

Asset-based wealth management fees are withdrawn directly from the client's
accounts with client's written authorization on a quarterly basis. Fees are paid
in advance.

Payment of Selection of Other Advisers Fees

The timing, frequency, and method of paying fees for selection of third-party
managers will depend on the specific third-party adviser selected and will be
disclosed to the client prior to entering into a relationship with the third-party
advisor.

Payment of Financial Planning Fees

Financial planning fees are paid via check.

Fixed financial planning fees are paid 100% in advance, but never more than six
months in advance.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e. custodian
fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are
separate and distinct from the fees and expenses charged by WAM. Please see
Item 12 of this brochure regarding broker-dealer/custodian.

D. Prepayment of Fees

WAM collects fees in advance. Refunds for fees paid in advance but not yet
earned will be refunded on a prorated basis and returned within fourteen days
to the client via check, or return deposit back into the client’s account.

For all asset-based fees paid in advance, the fee refunded will be equal to the
balance of the fees collected in advance minus the daily rate* times the number
of days elapsed in the billing period up to and including the day of termination.
(*The daily rate is calculated by dividing the annual asset-based fee rate by 365.)

      Fixed fees that are collected in advance will be refunded based on the prorated
      amount of work completed at the point of termination.

      E. Compensation For the Sale of Investment Products to Clients

      Through the financial planning process WAM may recommend that a client
      purchase an insurance product. Accordingly, certain professionals of WAM are
      separately licensed as independent insurance agents. As such, these
      professionals may conduct insurance product transactions for WAM clients, in
      their capacity as licensed insurance agents, and will receive customary
      commissions for these transactions in addition to any compensation received in
      their capacity as employees of WAM. Commissions from the sale of insurance
      products will not be used to offset or as a credit against advisory fees. WAM will
      not include the value of these assets in its calculation of the management fees.
      These professionals therefore have incentive to recommend insurance products
      based on the compensation to be received, rather than on a client’s needs. The
      receipt of additional fees for insurance commissions is therefore a conflict of
      interest, and clients should be aware of this conflict when considering whether
      to engage WAM or utilize these professionals to implement any insurance
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Item 7: Types of Clients

WAM generally provides advisory services to the following types of clients:

      •   Individuals
      •   High-Net-Worth Individuals
      •   Charitable Organizations

There is an Household minimum of $1,000,000, which may be waived by WAM in its
discretion.