Clear Point Advisors Inc

5. Fees and Compensation

Portfolio Management Fee Schedule

        CLEAR POINT ADVISORS INC. manages client accounts for a percentage
        of the assets under its management. The annual fee schedule in effect is
        reproduced below.
        CLEAR POINT ADVISORS INC.’s advisory services are available to
        investors with a suggested minimum portfolio of $500,000 in assets. The
        fee schedule is subject to change upon 30 days’ written notice and is subject
        to negotiation. Fees are charged and calculated quarterly in arrears, based
        on the balance of each account at the end of each calendar quarter.
        Most clients agree to pay their quarterly fee by authorizing us to debit their
        account for our quarterly management fee. An invoice that shows the
        calculation of our fee is included, generally as the last page of our quarterly
        portfolio statement to our clients. We wait a few days after we have mailed
        you your quarterly statement to give you an opportunity to review the fee
        calculation before we request the investment custodian to debit your
        account. Clients are able to pay their quarterly fees by check or other means,
        if they request to do so in writing.
        Either you or CLEAR POINT ADVISORS INC. may cancel our services and
        our Agreement by giving written notice, at any time. Fees are generally
        prorated for the initial and final quarters of services only.

        For those clients that are invested in mutual funds, exchange traded funds
        (ETFs) or notes, private investments or interval funds, a management fee is
        also assessed directly by the investment provider. These fees are disclosed
        in each fund’s prospectus or offering plan. The investment custodian may
        also impose brokerage fees or other transaction costs on the buying and
        selling of mutual funds in your account. Clear Point Advisors Inc. and its
        advisors do not participate in such fees imposed by mutual funds, ETFs,
        interval funds, or by the custodian. (See the section on Other Fees, a few
        paragraphs below.) Clear Point calculates its quarterly management fee
        based upon the latest value provided by the fund.

        Please review your quarterly fee calculation promptly upon your receipt of
        each Clear Point Advisors Inc. Quarterly Statement. Please advise us
        promptly of any discrepancies or questions relating to your quarterly
        management fee calculation. Please note that the account custodian does
        not recalculate management fees. We recommend that you compare your
        quarterly fee calculation and account valuation(s) with the statements(s) you
        receive from your custodian to verify the values used to calculate each
        quarterly fee.

                            CLEAR POINT ADVISORS INC.

                             CLEAR POINT ADVISORS INC.
                            Asset Management Fee Schedule*

 Asset Level                                      Fee

 $500,000 - $3 million                     $ 6,250           plus 0.75% on Balance over $500,000*

 $3 million - $5 million                   $25,000           plus 0.50% on Balance over $3 million

 $5 million +                              $35,000           plus 0.35% on Balance over $5 million

 Fees are 1.25% on the first $500,000 of assets under management. The fee schedule is
 subject to change upon 30 days’ written notice and is subject to negotiation. Fees are
 charged and calculated quarterly in arrears, based on the balance of each account at the
 end of each calendar quarter. Accounts are discretionary, unless specified in writing as
 non-discretionary. Either party, upon written notice, may cancel our engagement for any
 reason at any time. Fees are prorated for the initial and final quarters of services only.
 Clear Point Advisors Inc. reserves the right to impose a prorated fee for assets removed
 from a client’s account prior to the end of a quarter, in its sole discretion.
 For clients who are invested in mutual funds, ETFs, separate accounts, interval funds or
 private investments, a management fee is also assessed directly by the fund or investment.
 The investment custodian may impose a fee for the purchase, sale or custody of
 investments. Clear Point Advisors Inc. and its advisors do not participate in such fees
 imposed by mutual funds, ETFs, separate account managers, interval funds, private
 investments or by the custodian.
 Personal Financial Planning analysis and recommendations may be arranged based on a
 separate engagement with a separate fee. Unless so engaged, personal financial planning
 services are not included by payment of the above asset management fee schedule.
*The recommended minimum account relationship size is $500,000 of assets under management.
 Clear Point, in its sole discretion, may charge a lesser investment advisory fee, waive or modify its
 asset minimum, charge a flat fee, or waive its fee entirely based upon certain criteria (i.e. anticipated
 future earning capacity, anticipated future additional assets, dollar amount of assets to be managed,
 related accounts, account composition, complexity of the engagement, grandfathered fee schedules,
 Clear Point employees and family members, courtesy accounts, competition, negotiations with client,
 etc.) To the extent that a client requires extraordinary time, effort, or travel, the Client and our firm will
 agree in advance on any additional compensation and or expense reimbursement. Please Note: As
 result of the above, similarly situated clients could pay different fees. In addition, similar advisory
 services may be available from other investment advisers for similar or lower fees.
 ANY QUESTIONS: Clear Point’s Chief Compliance Officer, Steven Brill, remains available
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7. Types of Clients

Description

        CLEAR POINT ADVISORS INC. generally provides investment advice to
        individuals, pension and profit-sharing plans, individual retirement
        arrangements, trusts and estates, charitable organizations, and to
        corporations or other business entities.
        We have a suggested minimum account size of $500,000, although smaller
        accounts may be accepted in the discretion of the adviser. Client
        relationships vary in scope and length of service.