Hennion & Walsh Asset Management Inc

Item 5           Fees and Compensation

   A. The client can determine to engage the Registrant to provide discretionary
      investment advisory services on a wrap fee basis or non-discretionary investment
      advisory services on a wrap fee basis.

         PORTFOLIO MANAGEMENT WRAP PROGRAM FEES
         If a client determines to engage the Registrant to provide investment management
         services on a wrap fee basis in accordance with the Registrant’s wrap fee program,
         the services offered under, and the corresponding terms and conditions pertaining
         to, the PMP are discussed in the Wrap Fee Program Brochure, a copy of which is
         presented to all prospective PMP participants. Under the PMP, the Registrant
         offers participants discretionary investment management services, for a single
         specified annual Program Fee, which includes the cost of trade execution, custody,
         reporting, and investment management fees. The wrap fee client may incur other
         pass-through costs associated with executing certain transactions.
         *The minimum Account size for PMP program clients is generally $50,000.

PMP Program Fees. For the services provided under the PMP, clients will be
charged the Program Fee that is both for investment advice and brokerage
commissions in accordance with the PMP Program Fee Schedule below. Program
Fees may be negotiated under certain circumstances. The Program Fee is paid
quarterly to Registrant based on the value of the assets in the Program. The
program invests in ETFs (exchange traded funds) and each ETF pays fees for
investment advisory, administration, distribution and other customary fees and
expenses as set forth in each ETF’s prospectus. The cost for these fees and
expenses is ultimately borne by its shareholders. If a client holds one or more
mutual funds in a PMP Program account, as a mutual fund shareholder, the client
will bear a proportionate share of each of those funds' management fees, Rule 12b-
1 (distribution) fees, shareholder servicing fees, and other charges and expenses
(applicable periodically during the holding period and/or at the time the Agreement
is terminated), as permitted by law. These charges, fees, and expenses will vary
and are described in the applicable funds' prospectus and may include short-term
trading fees.

PMP Program Fee Schedule
Equity and Balanced Strategies                Tax-Advantaged Income Strategies
Asset Level             Annual Client Fee       Asset Level     Annual Client Fee
First $250,000                        1.50%     First $250,000             0.90%
Next $250,000                         1.40%     Next $250,000              0.85%
Next $500,000                         1.25%     Next $500,000              0.75%
Next $4,000,000                       1.00%     Next $4,000,000            0.70%
Over $5,000,000                       0.75%     Over $5,000,000            0.55%

PERSONALIZED UMA PROGRAM
The Personalized UMA Program is a discretionary management wrap program
involving a select group of unaffiliated investment managers ("Sub-Account
Managers") meeting certain qualification standards set by the WFCS and approved
by the Registrant. The Registrant has discretion as to the management of the
Personalized UMA Program, including the appointment of Sub-Account
Managers.

Personalized UMA Program.
For services provided under this program, clients are charged an Advisory Fee plus
Manager Fee for each Manager selected within the account.
The current standard Advisory Fee for the Program is 2.00%. Manager Fees
generally range between 0.0% and 0.50%. For example, if a single manager is
selected to manage all of the assets in your account and that manager charges a
0.25% Manager Fee then you would be charged a 2.00% Advisory Fee and a 0.25%
Manager Fee. If multiple managers are selected, then an asset-weighted average
Manager Fee will be applied.

    *Asset minimum requirements vary per Sub-Account Manager but are typically
    $100,000. At present, there is typically a $150,000 minimum overall portfolio size
    for entry into Equity and Balanced Accounts and up to a $1,000,000 minimum for
    Fixed Income Accounts. Fees may be negotiated on a case-by-case basis taking
    into account factors such as client assets invested.
    The Registrant may receive rebates on funds deposited in money market accounts
    held on the managed money platform.

    ASSET ADVISOR
    For the services provided under the Asset Advisor program, clients will be charged
    the Program Fee that is both for investment advice and brokerage commission in
    accordance with the Asset Advisor Program Fee Schedule.

    Program Fees may be negotiable under certain circumstances.

    The standard fee schedule for the Asset Advisor program is 2%.

B. Clients may elect to have the Registrant’s advisory fees deducted from their
   custodial account. The Advisory Agreement and for some accounts the
   custodial/clearing agreement may authorize the custodian to debit the account for
   the Registrant's investment advisory fee and to directly remit that management fee
   to the Registrant in compliance with regulatory procedures. In the limited event
   that the Registrant bills the client directly, payment is due upon receipt of the
   Registrant’s invoice. The Registrant shall generally deduct fees and/or bill clients
   quarterly in advance, based upon the market value of the assets on the last business
   day of the previous quarter.

C. Participants in the PMP, Personalized UMA or Asset Advisor Program are
   currently required to custody their assets at WFCS. Broker-dealers such as WFCS
   and/or H&W 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
...

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities,
         trusts, estates, charitable organizations, investment companies and pension and
         profit-sharing plans. As disclosed above, the Registrant generally requires that
         participants in the PMP wrap fee program have a minimum asset level of $50,000
         for investment advisory services. The Registrant generally requires that
         participants in the Personalized UMA Programs have a minimum asset level of
         $100,000 for investment advisory services. The Registrant, in its sole discretion,
         may charge a lesser investment management fee and/or waive or reduce its
         minimum fee or asset requirement based upon certain criteria (i.e. anticipated
         future additional assets, dollar amount of assets to be managed, related accounts,
         account composition, negotiations with client, etc.).