Blue Bell Private Wealth Management LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         Blue Bell’s annual investment advisory fee is negotiable and varies from client to client.
         However, the investment advisory fee does not exceed an annual rate of 2.00% of the total
         assets placed under Blue Bell’s management. Blue Bell’s annual investment advisory fee
         may include investment advisory services, and, to the extent specifically requested by the
         client, financial planning and consulting services. In the event that the client requires
         extraordinary planning and/or consultation services (to be determined in the sole discretion
         of Blue Bell), Blue Bell may determine to charge for such additional services, the dollar
         amount of which shall be set forth in a separate written notice to the client.

          RETIREMENT PLAN PARTICIPANT DISCRETIONARY ACCOUNT MANAGEMENT
         Blue Bell’s annual fee for discretionary retirement plan account management is negotiable
         and varies from client to client. However, it does not exceed an annual rate of 1.00% of
         the client’s retirement plan assets placed under Blue Bell’s management. Blue Bell bases
         its proposed fee rates on various objective and subjective factors, including, but not limited
         to, the amount and type of the assets placed under Blue Bell’s management, the level and
         scope of consulting services to be rendered, and the complexity of the engagement.

                                          CONSULTING SERVICES
         Blue Bell also offers other various consulting services (i.e., estate consulting and
         settlement, etc.) on a fixed fee or hourly basis. The fee is open to reasonable negotiation
         with the client, which also depends upon the level and scope of service required and the
         professional rendering the service. Blue Bell’s fees for such consulting services typically
         range between $250 and $10,000 on a fixed fee basis and $250 - $500 on an hourly basis.

   B. Clients may elect to have Blue Bell’s advisory fees deducted from their custodial account.
      Both Blue Bell’s Investment Advisory Agreement and the custodial/clearing agreement
      may authorize the custodian to debit the account for the amount of Blue Bell’s investment
      advisory fee and to directly remit that management fee to Blue Bell in compliance with
      regulatory procedures.

         With respect to Retirement Plan Participant Discretionary Account Management, Blue Bell
         will be unable to directly debit its fee from the client’s retirement plan account, but may
         debit its fee from a different account under Blue Bell’s management, with the client’s
         authorization. Blue Bell may also invoice clients directly, in which case, payment is due
         upon receipt of Blue Bell’s invoice. Blue Bell shall deduct fees and/or bill clients quarterly
         in arrears, based upon the market value of the assets on the last business day of the previous
         quarter.

   C. As discussed below, unless the client directs otherwise or an individual client’s
      circumstances require, Blue Bell shall generally require that Charles Schwab & Co., Inc.
      (“Schwab”) serve as the broker-dealer/custodian for client accounts. Broker-dealers such
      as Schwab charge brokerage commissions and/or transaction fees for effecting certain
      securities transactions (i.e., transaction fees are charged for certain no-load mutual funds,
      commissions are charged for individual equity and fixed income securities transactions).

         However, Schwab no longer charges on transactions in U.S. equities and ETFs. Clients will
         also bear their proportionate share of ETF and CEF fees that are charged by those funds
         (e.g., management fees and other fund expenses). These fees and expenses are outlined in
         the fund’s prospectus and statement of additional information, which clients will receive
         directly from the fund.

         Tradeaway/Prime Broker Fees. Relative to its discretionary investment management
         services, when beneficial to the client, individual fixed income transactions may be
         effected through broker-dealers other than the account custodian, in which event, the client
         generally will incur both the fee (commission, mark-up/mark-down) charged by the
         executing broker-dealer and a separate “trade away” and/or prime broker fee charged by
         the account custodian (Schwab).

   D. Blue Bell’s annual investment advisory fee shall be pro-rated and paid quarterly, in arrears,
      based upon the market value of the assets on the last business day of the previous quarter.
      For the initial quarter of investment management services, the first quarter’s fees shall be
      calculated on a pro rata basis.

         Blue Bell makes adjustments for withdrawals and contributions that occur during the
         previous quarter and relies on the market value of the assets on the last business day of the
         previous quarter. For example, if a client withdraws assets midway through a calendar
         quarter, Blue Bell will calculate the client’s advisory fee at the end of the quarter and charge
         the client a pro rata portion of its advisory fee on the withdrawn amount.

         Blue Bell does not generally require an annual minimum fee or asset level for investment
         advisory services. However, Blue Bell, in its sole discretion, may reduce or waive a client
         or prospective client’s fee.

         The Investment Advisory Agreement between Blue Bell and the client will continue in
         effect until terminated by either party by written notice in accordance with the terms of the
         Investment Advisory Agreement. Upon termination, Blue Bell shall debit the account for
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Item 7           Types of Clients

         Blue Bell’s clients shall generally include individuals, high net worth individuals, pension
         and profit sharing plans, corporations, business entities, trusts, estates, and other
         investment advisers.