BPC Advisors LLC

Item 5 – Fees and Compensation
      The following paragraphs detail the fee structure and compensation methodology for services provided
      by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter
      into a written agreement with the Advisor.

      A. Fees for Advisory Services
      Investment Management Services
      Investment advisory fees are paid quarterly in arrears pursuant to the terms of the investment advisory
      agreement.

      Investment advisory fees are based on the market value of assets under management at the end of each
      calendar quarter. Capital flows greater than 5% of the billable value are prorated throughout the quarter.
      Investment advisory fees are based on the following schedule (but may be negotiated based upon amount
      of assets under management, range and complexity of services to be provided, additional business
      opportunities, family relationships and other factors):

                               Assets Under Management ($)          Annual Rate (%)
                               Initial $1,000,000                       0.90%*
                               Next $1,000,000                          0.80%
                               Next $3,000,000                          0.60%
                               Over $5,000,000                          0.40%

      * Note: Assets under $500k can have a maximum 1% fee.

      Investment advisory fees in the first quarter of service are prorated from the inception date of the
      account[s] to the end of the first quarter. Fees may be negotiable at the discretion of the Advisor. The
      Client’s fees will take into consideration the aggregate assets under management with Advisor. All
      securities held in accounts managed by BPC Advisors will be independently valued by the designated
      Custodian. BPC Advisors will not have the authority or responsibility to value portfolio securities.

      For Clients engaged for comprehensive wealth management services, the Client may be charged a pre-
      negotiated fee. An estimate for the total costs will be determined prior to establishing the advisory
      relationship.

      B. Fees for Financial Planning Services

      The Advisor has the ability to work on a specific project basis which can be quoted in advance (based
      upon a rate of $250 per hour).

      C. Fee Billing
      Investment Management Services
      Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s
      account[s] at the Custodian. The amount due is calculated by applying the quarterly rate (annual rate
      divided by 4) to the total assets under management with BPC Advisors at the end of each quarter. Clients
      will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the
      investment advisory fee. In addition, on request, the Advisor may provide the Client a report itemizing the
      fee, including the calculation period covered by the fee, the account value and the methodology used to
      calculate the fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on the
      Custodian’s brokerage statement as the Custodian does not assume this responsibility. Clients provide
      written authorization permitting BPC Advisors to be paid directly from their account[s] held by the
      Custodian as part of the investment advisory agreement and separate account forms provided by the
      Custodian.

      D. Other Fees and Expenses
      Clients may incur certain fees or charges imposed by third parties, other than BPC Advisors, in
      connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all
      custodial and securities execution fees charged by the custodian and executing broker-dealer. The
      Investment Advisory Fee charged by BPC Advisors is separate and distinct from these custodian and
      execution fees.

      In addition, all fees paid to BPC Advisors for investment advisory services are separate and distinct from
      the expenses charged by mutual funds and exchange-traded funds to their shareholders, if applicable.
      These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally
      be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody,
      brokerage and account reporting), and a possible distribution fee. A Client could invest in these products
      directly, without the services of BPC Advisors, but would not receive the services provided by BPC
      Advisors which are designed, among other things, to assist the Client in determining which products or
      services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client
      should review both the fees charged by the fund[s] and the fees charged by BPC Advisors to fully
      understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional
      information.

      E. Advance Payment of Fees and Termination

      Investment Management Services
      BPC Advisors is compensated for its services at the end of the quarter after investment advisory services
      are rendered. Either party may terminate the investment advisory agreement by providing advance written
      notice to the other party.

      The Client may terminate the investment advisory agreement within five (5) business days of signing the
      Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for
      bona fide advisory services rendered to the point of termination and such fees will be due and payable by
      the Client. Upon termination, the Client shall be responsible for investment advisory fees up to and
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Item 7 – Types of Clients
      BPC Advisors may offer investment advisory services to individuals, high net worth individuals, trusts
      and estates, foundations and charities and business entities including corporations, in State of New York
      and other states. The percentage of each type of Client is available on BPC Advisors’s Form ADV Part
      1A. These percentages may change over time and are updated at least annually by the Advisor.