Midatlantic Capital Management Inc

Item 5: Fees and Compensation
                                   DISCRETIONARY
                           PORTFOLIO MANAGEMENT SERVICES
The annualized fee for Discretionary Portfolio Management Services are charged as a percentage of
assets under management, according to the following schedule:

       Assets Under Management                              Total MidAtlantic Annual Fee

       Amounts up to $500,000                                          1.00%

       Next $500,001 to $1,000,000                                     0.92%

       Next $1,000,001 to $2,000,000                                   0.80%

       Amounts above $2,000,000                                        0.72%

Please note that in certain circumstances the fee schedule shown above may be negotiable. 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 purposes of achieving the minimum account size
requirements and determining the annualized fee.

Investment advisory fees are charged quarterly in advance based on the last day of the previous calendar
quarter. If management begins after the start of a quarter, Program fees will be prorated accordingly.
When authorized by the client, fees will be debited from the account in accordance with the terms set
forth in the Investment Advisory Services Agreement.

Termination of the Discretionary Portfolio Management Services 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 paid in advance of services provided. Upon termination of
any account, any prepaid, unearned fees will be promptly refunded. In calculating a client’s
reimbursement of fees, we will pro rate the reimbursement according to the number of days remaining
in the billing period.

                                 RETIREMENT PLAN SERVICES

The annualized fee for investment advisory services provided to retirement plan sponsors are
negotiated with individual Sponsors on a case by case basis as a percentage of assets under
management. Investment advisory fees for Retirement Plan Services may be deducted by the
independent custodian, as directed by the Plan Sponsor, from plan assets on a quarterly basis based on
the market value of the account on the last trading day of the quarter. MidAtlantic will send an
invoice to the Plan Sponsor that shows the amount of the fee, the value of assets on which the fee was
based, and the specific manner in which the fee was calculated. Plan Sponsors also have the option of
having advisory fees billed quarterly in advance based on the market value of the account on the last
trading day of the preceding quarter.

Fees are calculated on a quarterly basis in arrears or in advance by taking the ending portfolio balance
and multiplying this balance times ¼ of the annual fee (taking breakpoints into consideration). These
fees may be either deducted by an independent custodian or billed directly to the client and paid by
check.

Clients should note that similar advisory services may (or may not) be available from other registered
investment advisers for similar or lower fees. Please note that in certain circumstances the fee
schedule shown above may be negotiable.

Termination of the Advisory Relationship

A client agreement may be canceled by either party, for any reason, upon receipt of advance written
notice (notice period is established in the client agreement). As disclosed above, certain fees are paid
in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be
promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the reimbursement
according to the number of days remaining in the billing period.

Mutual Fund Fees
All fees paid to MidAtlantic 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. 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 the advisory services being provided.

Separately Managed Account Fees
Clients participating in separately managed account programs may be charged various program fees in
addition to the advisory fee charged by our firm. Such fees may include the investment advisory fees of

the independent advisers, which may be charged as part of a wrap fee arrangement.

Wrap Fee Program Fees
In a wrap fee arrangement, clients pay a single fee for advisory, brokerage and custodial services.
Client’s portfolio transactions may be executed without commission charge in a wrap fee arrangement.
In evaluating such an arrangement, the client should also consider that, depending upon the level of the
wrap fee charged by the broker-dealer, the amount of portfolio activity in the client’s account, and other
factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be
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Item 7: Types of Clients

MidAtlantic Capital Management, Inc. provides advisory services to the following types of clients:
   •   Individuals (other than high net worth individuals)
   •   High net worth individuals
   •   Families
   •   Pension and profit sharing plans (other than plan participants)
   •   Charitable organizations
   •   Corporations or other businesses not listed above
Our minimum account size for Wrap Fee Clients is $250,000. At our discretion, we may waive this
minimum.