JM Bruderman & Company LLC

Item 5 - Fees and Compensation

 Advisory Fee

 The account will be charged a monthly fee in arrears (the "Advisory Fee" or "Fee"). The Advisory
 Fee charged on or about the first of each month would be the agreed upon Advisory Fee multiplied
 by the number of days in the billing month and divided by the number of days in the year.

 The Client is charged an advisory fee that is a percentage of the assets in the account. Assets in the
 account include all assets in each account, less any assets that have been specifically excluded and
 detailed in your Bruderman investment advisory agreement. The maximum annual Advisory Fee
 is 1.875%. Factors used to determine the Advisory Fee include the size of the account, investment
 strategy, and the number of accounts. Fees are negotiable, and lower fees may be available from
 other advisers. Additional fee reductions may be granted for advisory relationships exceeding $25
 million.

 The advisory Fee is payable monthly in arrears, based on the average daily value of the account
 balance during the month. In any partial month, the advisory Fee will be prorated based on the
 number of days the account was open during the month. A prorated Fee for the first period will be
 billed at the beginning of the first calendar month after the account is funded.

Clients authorize Bruderman's recommended qualified custodian, Charles Schwab & Co. Inc2.
("Schwab"), to deduct the Advisory Fee at the beginning of each month for the prior billing month. In
the event of advisory agreement termination, the Firm will bill Fees on a pro-rata basis calculated from
the beginning of the billing month through the termination date.

 The Advisory Fee covers the advisory services provided by the Firm, as described in this
 agreement. The advisory Fee does not cover transaction charges (as described below), brokerage
 charges provided by broker-dealers, and any custody fees. The Advisory Fee also does not cover
 certain costs or charges that We may impose, Schwab, or third parties, including costs associated
 with exchanging foreign currencies, odd-lot differentials, IRA fees, transfer taxes, exchange fees,
 wire transfer fees, postage fees, and other fees or taxes required by law. The Firm's investment
 adviser representative servicing the account will receive a portion of the Advisory Fee charged by
 Bruderman.

 The account may be charged fees for processing, trading, and custodian charges in connection with
 transactions executed through Schwab ("Transaction Charges"). Schwab does not currently charge
 commissions for trades placed electronically and does not charge account maintenance or
 custodian fees. The Firm plans to place all client equity trades with Schwab electronically and
 thus expects Transaction Charges to be minimal. The firm regularly monitors the fee structure of
 its custodians and will advise clients of any material changes.

    A client may deposit cash into an Account at any time, provided that the Firm reserves the right
    not to accept particular securities into an Account or impose a waiting period before securities may
    be deposited or invested. A client may withdraw Account assets on notice to the Firm, subject to the
    usual and customary securities settlement procedures. No portion of any pre-paid advisory Fee
    will be rebated to the account based on the value of partial withdrawals. The Client understands
    that the account is designed as a long-term investment vehicle; therefore, withdrawals may impair
    the achievement of the Client's investment objectives.

    The Client understands that certain funds in which the Client may invest according to this
    agreement, including exchange-traded funds and mutual funds, also bear their own investment
    advisory fees and other expenses.

    The Client also understands that Schwab may receive payments from certain mutual funds
    (including money market funds) under a 12b-1 distribution plan or another arrangement as
    compensation for distribution and administrative services and are distributed from the fund's total
    assets. The 12b-1 Fee and services fee arrangements are described in the applicable fund's
    prospectus. If available cash is held in the account as free credit balances, Schwab may receive
    compensation in connection with those balances.

    For more detailed information on Schwab, please see “Item 12 – Brokerage Practices”, “14 – Referrals and Other Compensation”, and “15 – Custody”.

    Fees for Additional Services
    Clients opting to use Bruderman's account aggregation and reporting services for the
    administration of certain assets may incur an additional service fee, which we shall determine.
    Clients are not required to use o u r account aggregation services. Any such fees for additional
    services are agreed upon with the Client in advance.

    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 written notice. As disclosed above, certain fees are
    charged in arrears of services provided. Upon termination of the investment advisory agreement
    or transfer of any account, any earned fees that have not yet been billed will be billed and debited
    from the account. The Client has the right to terminate an agreement without penalty within five
    business days after entering into the agreement and will not be billed, or if previously billed; will
    be entitled to a full refund of fees.

    Pooled Investment Account Fees: All fees paid to Bruderman for advisory services are separate
    and distinct from the fees and expenses charged by investments (such as mutual funds, ETFs, etc.)
    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. A
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Item 7 - Types of Clients
Bruderman provides advisory services to the following types of clients:

     Individuals (other than high net worth individuals)
     High net worth individuals
     Mass Affluent individuals and families
     Pension and Profit-Sharing Plans
     Charitable Organizations
     Endowments and foundations
     Small businesses
     Corporations
Bruderman may require a minimum investment to open and maintain advisory accounts. At our
sole discretion, We may waive this requirement. We may allow accounts of members of the same
household to be aggregated for purposes of meeting the minimum account size. We may allow

such aggregation, for example, where We service accounts on behalf of minor children of current
clients, individual and joint accounts for a spouse, and other related accounts.