Newman Dignan & Sheerar Inc

Item 5           Fees and Compensation

   A.
                                    INVESTMENT ADVISORY SERVICES
         The client can determine to engage the Registrant to provide discretionary investment
         advisory services on a negotiable fee-only basis. The Registrant’s annual investment
         advisory fee is based upon a percentage (%) of the market value of the assets of each
         account placed under the Registrant’s management, generally between negotiable and
         1.00%, as follows:
                 Market Value of Portfolio                                      Annual Fee
                 First $1,000,000 of portfolio market value                     1.00%
                 Next $1,000,000 of portfolio market value                      0.75%
                 Next $3,000,000 of portfolio market value                      0.50%
                 Next $5,000,000 of portfolio market value                      0.35%
                 The fee for portfolios over $10,000,000                        negotiable

         The fee is payable quarterly in arrears. Registrant, in its discretion, may charge a lesser or
         higher investment advisory fee, charge a flat fee, waive appliable minimum asset or
         minimum fee levels, waive its fee entirely, or charge fee on a different interval, 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, anticipated services to be rendered, grandfathered fee schedules,
         employees and family members, courtesy accounts, competition, negotiations with client,
         etc.). Please Note: As a 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.

         Margin Accounts: Risks/Conflict of Interest. Registrant does not recommend the use of
         margin for investment purposes. A margin account is a brokerage account that allows
         investors to borrow money to buy securities and/or for other non-investment borrowing
         purposes. The broker/custodian charges the investor interest for the right to borrow money
         and uses the securities as collateral. By using borrowed funds, the customer is employing
         leverage that will magnify both account gains and losses. Should a client determine to use
         margin, Registrant will deduct the value of the outstanding margin balance when
         computing its advisory fee.

                               RETIREMENT PLAN CONSULTING SERVICES
         If a client determines to engage the Registrant to provide retirement plan consulting
         services, Registrant’s annual fee will be based on a percentage (%) of the assets within the
         plan and shall generally vary (between 0.10% and 0.75%) depending upon the level and
         scope of services required and the professional rendering the services. The fee is payable
         quarterly in arrears.

                    FINANCIAL CONSULTING SERVICES (STAND-ALONE)
    To the extent specifically requested by the client, the Registrant may determine to provide
    consulting services (including investment and non-investment related matters) on a stand-
    alone hourly or fixed fee basis, depending upon the level and scope of the services required
    and the professionals rendering the services. Before engaging the Registrant to provide
    consulting services, clients are generally required to enter into a Limited Consulting
    Agreement with Registrant setting forth the terms and conditions of the engagement
    (including termination), describing the scope of the services to be provided, and the portion
    of the fee that is due from the client prior to Registrant commencing services.

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
   account. Both Registrant’s Investment Advisory Agreement and 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. The Registrant shall deduct fees and/or bill clients quarterly in
   arrears, based upon the market value of the assets on the last business day of the previous
   quarter. In the exceptional event that the Registrant bills the client directly via invoice,
   payment is due upon receipt of the Registrant’s invoice.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant shall generally recommend that Charles Schwab and
   Co., Inc. and its affiliates (“Schwab”) serve as the broker-dealer/custodian for client
   investment advisory assets. Broker-dealers charge transaction fees for executing certain
   securities transactions according to their fee schedule, and they or their affiliated custodians
   also impose charges for custodial services / fees associated with maintaining the client’s
   account. The Registrant has negotiated a transaction fee/commission rate schedule with
   Schwab that is discounted from Schwab’s standard rates. However, the rates paid by
   Registrant’s clients may be more or less than those charged by other broker-
   dealers/custodians. For mutual fund and ETF purchases, clients will incur charges imposed
   by the respective fund, which represent the client’s pro rata share of the fund’s management
   fee and other fund expenses. These fees and expenses are described in each fund’s
   prospectus or other offering documents. When beneficial to the client, individual fixed
   income transactions may be executed through broker-dealers with whom Registrant or the
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Item 7           Types of Clients

         The Registrant’s clients generally include individuals, high net worth individuals, pension
         and profit-sharing plans, business entities, trusts, estates and charitable organizations.
         While the Registrant does not impose any mandatory requirements for opening or
         maintaining investment advisory accounts, the Registrant generally seeks to provide such
         services to clients having at least $500,000 in assets designated for Registrant’s
         management. However, Registrant, in its sole discretion, may accept clients with less than
         the asset minimum. As a result of these factors, similarly situated clients could pay different
         fees, the services to be provided by the Registrant to any particular client could be available
         from other advisers at lower fees, and certain clients may have fees different from those
         specifically set forth above. Registrant’s Chief Compliance Officer, Richard Cavanagh,
         remains available to address any questions that a client or prospective client may have
         regarding the above.