Carl P Sherr & Co LLC

Item 5 – Fees and Compensation
                   INVESTMENT SUPERVISORY SERVICES ("ISS")
                    INDIVIDUAL PORTFOLIO MANAGEMENT FEES

Our annual fees for Investment Supervisory Services are based upon a percentage of
assets under management and generally range from 0.50% to 1.50%.

Our fees are billed monthly, in arrears, at the beginning of each month based upon the
value (market value or fair market value in the absence of market value), of the client's
account at the end of the previous billing period. Fees will be debited or billed directly
from the account in accordance with the client authorization in the Investment Advisory
Agreement.

A minimum of $500,000 of assets under management is required for this service. This
account size may be negotiable under certain circumstances. Carl P. Sherr & Co., LLC
may group certain related client accounts for the purpose of achieving the minimum
account size and determining the annualized fee.

Limited Negotiability of Advisory Fees: Although Carl P. Sherr & Co., LLC has
established the aforementioned fee schedule(s); we retain the discretion to negotiate
alternative fees on a client-by-client basis. Therefore, clients with similar assets under
management and investment objectives may pay higher or lower fees than other clients.
Client facts, circumstances and needs are considered in determining the fee schedule.
These include the complexity of the client, assets to be placed under management,
anticipated future additional assets; related accounts; portfolio style, account
composition, reports, among other factors. The specific annual fee schedule is identified
in the contract between the adviser and each client.

We may group certain related client accounts for the purpose of achieving the minimum
account size requirements and determining the annualized fee.

Discounts, which are not generally available to our advisory clients, may be offered to
family members and friends of associated persons of our firm.

                             FINANCIAL PLANNING FEES

Flat Fee engagement

CPS & Co will be compensated for financial planning services using our flat fee financial
planning pricing structure with an annual minimum fee of $5,000. The fee is derived by
reviewing the complexity of Client financial goals and time expected to prepare and

deliver financial planning advice. The fee will be reviewed and may be adjusted on an
annual basis. Fees may be assessed quarterly in arrears. For new planning clients,
there is an initial deposit of $2500 and then a second installment of $2500 when the
work is complete.

Direct bill is not regularly offered but if Client is unable to pay electronically a $50
administrative fee will be assessed for each invoice.

Prior planning relationships before the adoption of our flat fee financial planning
structure may be charged on an hourly basis (see details below). Discounts, which are
not generally available to all clients, may be offered to family members and friends of
associated persons of our firm.

Hourly engagement

CPS & Co will be compensated for financial planning services charged on an hourly
basis of $300 per hour. The fee is based on the time required to prepare, present and
review the plan with client. Billable time is tracked on a log and can be presented to a
client as requested. Client will be billed after completion of the financial planning
services but not to exceed 12 months from when the work started. If client is not
satisfied with the quality of work, client will not receive a bill for the financial planning
services. The hourly engagement is available only to existing planning relationships with
an initial engagement prior to October 1, 2019.

Financial Planning Fee Offset: Carl P. Sherr & Co., LLC reserves the discretion to
reduce or waive the hourly fee and/or the minimum fixed fee if a financial planning client
chooses to engage us for our Portfolio Management Services.

CPS & Co does not charge clients separately for financial planning (after year 1) when
annual investment advisory revenue is greater than $5,000.

Limited Negotiability of Financial Planning Fees: Although Carl P. Sherr & Co., LLC
has established the aforementioned fee schedule(s); we retain the discretion to
negotiate alternative fees on a client-by-client basis. Client facts, circumstances and
needs are considered in determining the fee schedule. These include the complexity of
the client, assets to be placed under management, anticipated future additional assets;
related household accounts; among other factors. The specific annual fee schedule is
identified in the contract between the planner and each client.

Discounts, which are not generally available to our advisory clients, may be offered to
family members and friends of associated persons of our firm.

                               GENERAL INFORMATION
Termination of the Advisory Relationship: A client agreement may be canceled at
any time, by either party, for any reason upon receipt of 30 days written notice.

Mutual Fund Fees: All fees paid to Carl P. Sherr & Co., LLC for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds
and/or ETFs to their shareholders. These fees and expenses are described in each
fund's prospectus. These fees will generally include a management fee, other fund
expenses, and a possible distribution fee. Only no load or load-waived funds are
included in the program. A client could invest in a mutual fund directly, without our
services. In that case, the client would not receive the services provided by our firm
which are designed, among other things, to assist the client in determining which mutual
fund or funds are most appropriate to each client's financial condition and objectives.
Accordingly, the client should review both the fees charged by the funds and our fees to
fully understand the total amount of fees to be paid by the client and to thereby evaluate
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Item 7 – Types of Clients
Carl P. Sherr & Co., LLC provides advisory services to the following types of clients:

   •   Individuals (other than high net worth individuals)
   •   High net worth individuals
   •   Charitable organizations
   •   Small business
   •   Trusts
   •   Estates

As previously disclosed in Item 5, our firm has established certain initial minimum
account requirements, based on the nature of the service(s) being provided. For a more
detailed understanding of those requirements, please review the disclosures provided in
each applicable service.

As a condition for starting and maintaining a relationship, we generally require a
minimum portfolio size, which we may waive at our discretion, of $500,000 for individual
portfolio management and $250,000 for the wrap fee program.