Philadelphia Investment Partners LLC

Item 5 – Fees and Compensation section in this Brochure.

We manage accounts that are charged performance-based fees while at the same time managing accounts
(perhaps with similar objectives) that are not charged performance-based fees ("side-by-side
management"). Performance-based fees and side-by-side management may create conflicts of interest,
which we have identified and described in the following paragraphs.

Performance-based fees may create an incentive for our firm to make investments that are riskier or more
speculative than would be the case absent a performance fee arrangement. To address this potential conflict
of interest, our firm frequently reviews client accounts to ensure that investments are suitable and that the
account is managed according to the client's investment objectives and risk tolerance.

Performance based fees may also create an incentive for our firm to overvalue investments which lack a
market quotation. To address this potential conflict of interest, we have adopted policies and procedures
that require our firm to "fairly value" any investments which do not have a readily ascertainable value.

Side-by-side management might provide an incentive for our firm to favor accounts for which we receive
a performance-based fee. For example, we may have an incentive to allocate limited investment
opportunities, such as initial public offerings, to clients who are charged performance-based fees over
clients who are charged asset-based fees only. To address this potential conflict of interest, we have
instituted policies and procedures that require our firm to allocate investment opportunities (if they are
suitable) to avoid favoritism among our clients, regardless of whether the client is charged performance
fees.

Item 7 – Types of Clients

As noted in Item 5 above, we may advise separately managed accounts for individuals, high net worth
individuals, institutional pension plans, charitable organizations, state and municipal entities. The minimum
dollar value for establishing an advisory account is generally $100,000, although we may accept lesser
amounts in our discretion. Termination provisions for advisory contracts for separately managed accounts
are subject to negotiation but generally may be terminated on 30 days’ written notice.