Greenberg Gary Louis

Item 5.          Fees and Compensation
         The Firm offers its services on a fee basis, which may include fixed fees, as well as fees based upon
         assets under management or advisement.

         Gary L. Greenberg Disclosure Brochure

         Consulting Fees

         For clients that have not engaged The Firm for Investment Management services, we charge a negotiable
         flat fee for stand-alone consulting services. These fees are largely determined by the scope and
         complexity of the agreed upon services. In limited circumstances, the Firm may also charge an asset
         based fee where consulting on assets that are not under management.

         The specific terms and fee structure are negotiated in advance and set forth in the Agreement with the
         Firm.   Generally, the Firm requires one-half of the consulting fee payable upon execution of the
         Agreement and the balance due at the time the underlying services are rendered to completion. If the
         client engages the Firm for additional investment advisory services, the Firm may offset all or a portion of
         its fees for those services based upon the amount paid for the financial planning and/or consulting
         services.

         Investment Management Fees

         The Firm provides investment management services for an annual fee based on the amount of assets
         under the Firm’s management. The fee varies between 25 and 100 basis points* (0.25% – 1.00%),
         depending upon the size of a client’s portfolio and the type of services rendered but is generally based on
         the following fee schedule:

                                       PORTFOLIO VALUE                         ANNUAL FEE
                                         Up to $2,000,000                          1.00%
                                         Above $2,000,000                          0.75%
                       *Certain asset classes may be subject to a lesser fee at the sole discretion of the Firm.

         The annual fee is prorated and charged quarterly in advance, based upon the market value of the assets
         being managed by the Firm on the last day of the previous billing period, which includes accrued interest
         as determined by the custodian. The Firm utilizes the valuation of a particular client’s assets. It is,
         therefore, possible that the same assets can be valued slightly differently where held with a different
         custodian.

         If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
         payable with respect to such assets is not adjusted or prorated to reflect the change in portfolio value.
         For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the
         Agreement is terminated, the fee for the final billing period is prorated through the effective date of the
         termination and the unearned portion is refunded to the client, as appropriate.

         Fee Discretion

         The Firm, in its sole discretion, may negotiate to charge a greater or lesser fee based upon certain
         criteria, such as asset class, services rendered, anticipated future earning capacity, anticipated future

         Gary L. Greenberg Disclosure Brochure

         additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-
         existing client relationship, account retention and pro bono activities.

         Additional Fees and Expenses

         In addition to the advisory fees paid to the Firm, clients may also incur certain charges imposed by other
         third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
         (collectively “Financial Institutions”). These additional charges may include securities brokerage
         commissions, transaction fees, custodial fees, charges imposed directly by a mutual fund or ETF in a
         client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund
         expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund
         fees and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage
         practices are described at length in Item 12, below.

         Fee Debit

         Clients generally provide the Firm with the authority to directly debit their accounts for payment of the
         Firm’s investment advisory fees. The Financial Institutions that act as qualified custodian for client
         accounts have agreed to send statements to clients not less than quarterly detailing all account
         transactions, including any amounts paid to the Firm. Alternatively, clients may elect to have the Firm
         send them an invoice for direct payment.

         Account Additions and Withdrawals

         Clients may make additions to and withdrawals from their account at any time, subject to the Firm’s right
         to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right
         to liquidate any transferred securities or decline to accept particular securities into a client’s account.
         Clients may withdraw account assets on notice to the Firm, subject to the usual and customary securities
         settlement procedures. However, the Firm designs its portfolios as long-term investments and the
         withdrawal of assets may impair the achievement of a client’s investment objectives. The Firm may
         consult with its clients about the options and implications of transferring securities. Clients are advised
         that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at
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Item 7.         Types of Clients

         The Firm provides its services primarily to individuals, pension and profit sharing plans, trusts and estates
         but may also provide services to charitable organizations, corporations and other business entities.

         No Minimum Account Requirements

         The Firm does not impose a stated minimum fee or minimum portfolio value for starting and maintaining
         an investment management relationship.