Pathworks Financial Inc

Item 5 - Fees And Compensation

A. Advisory Fees

Asset Management Program Fees

For its services provided pursuant to the SAM Wrap Program, Pathworks receives a wrap fee
based on the value of assets under management (the “Wrap Fee”). The amount of the fee will

be set out in the specific client agreement executed by the client at the time the relationship
is established.

The Wrap Fee is set according to the following tiered fee schedule:

          For the Portion of the Account that is:     Annual Fee

                      Up to $250,000                      1.5%

                   $250,001 to $500,000                  1.25%

                   $500,001 to $1,000,000                1.00%

                  $1,000,001 to $3,000,000               0.75%

                     Above $3,000,000                  Negotiable

The Wrap Fee is based on the average quarterly account balance managed during the
calendar quarter. Quarterly Wrap Fees deducted from the clients' account by the custodian
will be outlined in Pathworks’ fee invoice as fees are withdrawn. The first payment is
calculated based on the number of days assets are placed in the account during a calendar
quarter. Generally, Wrap Fees are deducted from the client’s account no later than the
fifteenth (15th) day after the end of each quarter, in arrears. If an account is terminated
prior to the end of a calendar quarter, the terminating client will pay the Wrap Fees up to
the termination date. Clients who cancel services within five business days of the contract
date will not be charged the Wrap Fee.

Investment Management Fees

For its investment management services, Pathworks receives a management fee typically
based on the value of assets under management (the “Management Fee”). The amount of the
Management Fee will be set out in the specific client agreement executed by the client at the
time the relationship is established. The Management Fee is set according to the following
tiered fee schedule:

          For the Portion of the Account that is:     Annual Fee

                       $0 to $250,000                     1.6%

                   $251,000 to $500,000                   1.5%

                   $500,001 to $1,000,000                1.00%

                  $1,000,001 to $3,000,000               0.75%

                     Above $3,000,000                  Negotiable

Management Fees are based on the average quarterly account balance managed during the
calendar quarter. Quarterly Management Fees deducted from the clients' account by the
custodian will be outlined in Pathworks’ fee invoice as fees are withdrawn. The first
payment is calculated based on the number of days assets are placed in the account during a
calendar quarter. Generally, Management Fees are deducted from the client’s account no
later than the fifteenth (15th) day after the end of each quarter, in arrears. If an account is
terminated prior to the end of a calendar quarter the terminating client will pay
Management Fees up to the termination date. Clients who cancel services within five
business days of the contract date will not be charged the Management Fee.

Pathworks Financial Planning Services Fees

Depending upon the scope of the engagement and specific requests by the client, Pathworks
will charge a flat fee ranging from $795 to $2,500 (the “Financial Planning Fee”). The
Financial Planning Fee will be negotiated prior to contracting with the client. The total cost
of Financial Planning services will depend on the nature and complexity of each client's
circumstances and the size of the financial plan. An estimate for total hours will be
determined at the start of the advisory relationship.

Fifty percent (50%) of the Financial Planning Fee is due upon inception of the advisory
relationship, with the balance payable upon completion of the financial planning service.
Typically, the financial plan will be presented to the client within 90 days of the contract
date, provided that all information needed to prepare the financial plan has been promptly
provided by the client.

The client may terminate its financial planning arrangement at any time, in writing, and
will only be charged a portion of the Financial Planning Fee based upon a pro-rated
calculation related to the time and expense expended by Pathworks. Pathworks typically
waives any financial planning fees for investment management and advisory clients. Clients
who cancel services within five business days of the contract date will not be charged the
Financial Planning Fee. The Financial Planning Fee is payable by check only.

Pathworks Retirement Plan Services Fees

For its Retirement Plan Services, Pathworks is paid a fee based on a percentage of assets in
the plan the “Retirement Plan Fee”), in accordance with the following tiered fee schedule:

          For the Portion of the Account that is:     Annual Fee

                       $0 to $250,000                    1.25%

                   $251,000 to $500,000                  0.95%

                   $500,001 to $1,000,000                0.75%

                  $1,000,001 to $3,000,000               0.55%

                     Above $3,000,000                    0.50%

The annual Retirement Plan Fee is set each year based on the market value of the Plan
assets on December 1st of the preceding year. Notification of the current year’s annual

Retirement Plan Fee will be communicated to the trustee in writing by December 31st of the
previous year. The Retirement Plan Fee is payable in arrears based on the average quarterly
account balance managed during the calendar quarter. The Retirement Plan Fee is billed
quarterly and deducted from the client's account by the custodian and are outlined in
Pathworks’ fee invoice. The first payment is calculated based on the number of days assets
are placed in the account during a calendar quarter. Generally, the Retirement Plan Fee is
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Item 7 - Types of Clients

A. Clients

Pathworks provides investment advisory services to individuals, including high net worth
individuals, pension and profit-sharing plans, trusts, small businesses and estates.

B. Engaging the Services of Pathworks

All clients wishing to engage Pathworks for advisory services must enter into the applicable
advisory agreement with Pathworks as well as any other document or questionnaire
provided by the firm. The advisory agreement describes the services and responsibilities of

Pathworks to the client. It also outlines Pathworks’ fees in detail. In addition, clients must
complete certain broker-dealer/custodial documentation. Upon completion of these
documents, Pathworks will be considered engaged by the client.

Clients are responsible for ensuring that Pathworks is informed in a timely manner of
changes in investment objectives and risk tolerance.

C. Conditions for Managing Accounts

Pathworks requires new clients have a minimum account size of $25,000 for portfolio
management services. Pathworks may, in its sole discretion, accept clients with smaller
portfolios based upon certain criteria including anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, pre-existing client, account retention, and pro bono activities.
Pathworks will only accept clients with less than the minimum portfolio size if, in the sole
opinion of the firm, the smaller portfolio size will not cause a substantial increase of
investment risk beyond the client’s identified risk tolerance. Pathworks may aggregate the
portfolios of family members to meet the minimum portfolio size.