Bedminster LLC

Fees and Compensation - Item 5

  Portfolio Management Services
  For portfolio management services, TBG charges an annual fee based on a percentage of assets under
  management. The annual fee is based on the following fee schedule:

  Amount of Assets Under Management                                Annual Advisory Fee
  $0 to $1,000,000                                                 1.00%
  $1,000,001 to $2,500,000                                         0.90%
  $2,500,001 to $5,000,000                                         0.80%
  $5,000,001 to $8,000,000                                         0.70%
  Over $8,000,000                                                  Negotiable

  Fees are payable, calendar quarterly in advance, are calculated based on the gross market value of the Assets on
  the last business day of the previous quarter, including accrued interest in individual bonds, and are rounded to
  the nearest dollar. Fees will be pro-rated for the first partial quarter and adjusted for any deposits or withdrawals
  during the quarter. No increase in the annual fee percentage shall be effective without prior written notification
  to the client.

The Bedminster Group
Form ADV Part 2A Disclosure Brochure

  Under certain circumstances, fees may vary from the stated fee schedule. TBG, in its sole discretion, may waive
  its investment management fee or may charge a lesser fee based upon certain criteria (including but not limited
  to friends and family, firm personnel, historical relationship, type of assets, anticipated future additional assets,
  overall scope of services, dollar amounts of assets to be managed, related accounts, negotiations with clients,
  etc.). In addition, certain legacy fee arrangements exist which are not discussed in this firm brochure. Because of
  these factors, similarly-situated clients may pay materially different fees, and the services to be provided by TBG
  may be available from other investment advisers for similar or lower fees. Clients are advised to consult their
  services agreement with TBG for specific details regarding their fee arrangement.

  Generally, the custodian holding the client’s account will deduct TBG’s fees and any other custodial fees directly
  from a designated account to facilitate billing provided the client has given written authorization. The qualified
  custodian will send an account statement at least quarterly. This statement will detail all account activity. Fees
  may be deducted from a single designated client account to facilitate billing. In limited circumstances, at the sole
  discretion of TBG, we may agree to invoice you directly for our advisory fee or we may negotiate other fee
  payment arrangements.

  You may terminate the portfolio management services agreement upon 15-days’ written notice to our firm. You
  will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement,
  which means you will incur advisory fees only in proportion to the number of days in the quarter for which you
  are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of
  those fees.

  General Consulting Services Fees
  Consulting services are offered for negotiable hourly rate of up to $400, subject to a minimum engagement of 3
  hours. The exact fee payable by the client will be clearly listed in the services agreement signed by the firm and
  the client. All Fees are payable as invoiced. TBG will not have access to client funds for payment of fees without
  the client’s written consent. TBG or the client may terminate the Consulting Agreement in accordance with the
  terms of the Agreement. Any prepaid, unearned fees will be promptly refunded to the client.

  Retirement Plan Consulting Services Fees
  The fees and compensation charged by TBG is negotiated independently with each Plan Sponsor in order to
  consider the varying, unique characteristics or requirements of each plan. Primary determinants of the
  negotiated fee may include but are not limited to the:

          Amount of plan assets,
          Number of employees / participants,
          Number of plan sponsor locations, and
          Special plan sponsor considerations or requirements.

  Delivery of compensation or fees to TBG is dependent upon the invoicing or fee assessment frequency (monthly,
  quarterly) and policies (“arrears” or “in advance”) of the Plan Provider/Platform utilized by the Plan Sponsor. The
  exact fee and fee payment method will be clearly listed in the retirement plan consulting agreement signed by
  the client and the TBG.

The Bedminster Group
Form ADV Part 2A Disclosure Brochure

  Either party to the advisory agreement may terminate the agreement upon 30 days’ written notice to the other
  party. The fees will be prorated for the quarter in which the termination notice is given, and any unearned fees
  will be refunded to the client.

  Additional Fees and Expenses
  Portfolio management fees are negotiable depending on factors such as the amount of assets under
  management, range of investments, and complexity of the client’s financial circumstances, among others. The
  agreed upon fee to be paid by the client will be clearly stated in the Agreement signed by the client and the firm.

  As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds
  and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and
  distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund’s
  prospectus) to their shareholders. These fees will generally include an advisory fee and other fund expenses.

  You will also incur custodial fees, transaction charges and/or brokerage fees when purchasing or selling securities.
...

Types of Clients - Item 7

  We offer investment advisory services to individuals, high net worth individuals, Pension and profit-sharing plans,
  trusts, estates, charitable organizations, and corporations, or other business entities.

  Generally, we require a minimum of $400,000 to establish an advisory relationship. This requirement can be met
  by combining two or more accounts owned by you or related family members. In cases where the stated minimum
  asset level is waived or reduced, clients will be subject to a minimum annual fee of $4,000. At our sole discretion,
  we may waive or reduce either of these requirements.

                        Methods of Analysis, Investment Strategies and Risk of Loss - Item 8

  We may use one or more of the following methods of analysis and/or investment strategies when providing
  investment advice to you:

        Fundamental Analysis – involves analyzing individual companies and their industry groups, such as a
         company’s financial statements, details regarding the company’s product line, the experience and
         expertise of the company’s management, and the outlook for the company’s industry. The resulting data
         is used to measure the true value of the company’s stock compared to the current market value. The
         primary risk of fundamental analysis is that information obtained may be incorrect and the analysis may
         not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities
         prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable
         performance.

The Bedminster Group
Form ADV Part 2A Disclosure Brochure

        Technical Analysis – technical analysis is a technique that relies on the assumption that current market
         data (such as charts of price, volume, and open interest) can help predict future market trends, at least
         in the short term. It assumes that market psychology influences trading and can predict when stocks will
         rise or fall. Technical trading models are mathematically driven based upon historical data and trends of
         domestic and foreign market trading activity, including various industry and sector trading statistics
         within such markets. Technical trading models, through mathematical algorithms, attempt to identify
         when markets are likely to increase or decrease and identify appropriate entry and exit points. The
         primary risk of technical trading models is that historical trends and past performance cannot predict
         future trends, and there is no assurance that the mathematical algorithms employed are designed
         properly, updated with new data, and can accurately predict future market, industry, and sector
         performance.

        Cyclical Analysis – cyclical analysis is similar to technical analysis in that it involves the analysis of market
         conditions at a macro (entire market/economy) or micro (company specific) level, rather than the overall
         fundamental analysis of the health of the particular company. The primary risks with cyclical analysis are
         similar to those of technical analysis.

        Charting Analysis – charting analysis involves the gathering and processing of price and volume pattern
         information for a particular security, sector, broad index, or commodity. This price and volume pattern
         information is analyzed. The resulting pattern and correlation data is used to detect departures from
         expected performance and diversification and predict future price movements and trends. The primary
         risk of charting analysis is that it may not accurately detect anomalies or predict future price movements.
         Current prices of securities may reflect all information known about the security and day-to-day changes
         in market prices of securities may follow random patterns and may not be predictable with any reliable
         degree of accuracy.

  We may use one or more of the following investment strategies when advising you on investments:

         Long Term Purchases – securities purchased with the expectation that the value of those securities will
          grow over a relatively long period of time, generally greater than one year. Using a long-term purchase
          strategy generally assumes the financial markets will go up in the long-term which may not be the case.
          There is also the risk that the segment of the market that you are invested in or perhaps just your
          particular investment will go down over time even if the overall financial markets advance. Purchasing
          investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized
          in the short-term in other investments.

        Short Term Purchases – securities purchased with the expectation that they will be sold within a relatively
         short period of time, generally less than one year, to take advantage of the securities' short-term price
         fluctuations. Using a short-term purchase strategy generally assumes that we can predict how financial
         markets will perform in the short-term which may be very difficult and will incur a disproportionately
         higher amount of transaction costs compared to long-term trading. There are many factors that can
         affect financial market performance in the short-term (such as short-term interest rate changes, cyclical
         earnings announcements, etc.) but may have a smaller impact over longer periods of times.

The Bedminster Group
Form ADV Part 2A Disclosure Brochure

        Trading – securities are sold within 30 days. The principal type of risk associated with trading is market
         risk. There can be no assurance that a specific investment will achieve its investment objectives and past
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