Pinnacle Wealth Management Advisory Group LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         Withum Wealth Management provides investment advisory services on a discretionary fee-
         only basis. Withum Wealth Management’s annual investment advisory fee shall vary
         (generally, between 0.50% and 1.25%) based upon various factors, including the total
         amount of assets placed under management/advisement.

         Withum Wealth Management’s investment advisory fee is negotiable at its discretion,
         depending upon objective and subjective factors including but not limited to: the amount
         of assets to be managed; portfolio composition; the scope and complexity of the
         engagement; the anticipated number of meetings and servicing needs; related accounts;
         future earning capacity; anticipated future additional assets; the professional(s) rendering
         the service(s); prior relationships with Withum Wealth Management and/or its
         representatives, and negotiations with the client. As a result of these factors, similarly
         situated clients could pay different fees, the services to be provided by Withum Wealth
         Management to any particular client could be available from other advisers at lower fees,
         and certain clients may have fees different than those specifically set forth above.

         Withum Wealth Management generally requires a $1,000,000 minimum asset level for
         investment advisory services.

         Clients are generally required to maintain an asset level in excess of $2,000,000 in order to
         utilize Withum Wealth Management’s IWM Platform.

           FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
    Withum Wealth Management provides financial planning and consulting services
    (including investment and non-investment related matters, including estate planning,
    insurance planning, etc.) on a stand-alone fee basis. Withum Wealth Management’s
    planning and consulting fees are negotiable, but generally range from $500 to $15,000 on
    a fixed fee basis and from $125 to $350 on an hourly basis, depending upon the level,
    complexity and scope of the service(s) required and the professional(s) rendering the
    service(s).

                                   RETIREMENT CONSULTING
    The terms and conditions of Withum Wealth Management’s retirement plan consulting
    services shall be set forth in an agreement between Withum Wealth Management and the
    plan sponsor. Withum Wealth Management’s retirement consulting fees are negotiable but
    are generally charged as a percentage of the value of plan assets under advisement, which
    shall depending upon the level and scope of the service(s) required, as well as, the
    professional(s) rendering the service(s).

B. Clients may elect to have Withum Wealth Management’s advisory fees deducted from their
   custodial account. Both Withum Wealth Management's Investment Advisory Agreement
   and the custodial/clearing agreement may authorize the custodian to debit the account for
   the amount of Withum Wealth Management's investment advisory fee and to directly remit
   that management fee to Withum Wealth Management in compliance with regulatory
   procedures. In the limited event that Withum Wealth Management bills the client directly,
   payment is due upon receipt of Withum Wealth Management’s invoice. Withum Wealth
   Management shall deduct fees and/or bill clients quarterly in advance or arrears, based
   upon the market value of the assets on the last business day of the previous quarter.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, Withum Wealth Management shall generally recommend that
   Charles Schwab and Co., Inc. (“Schwab”) and/or Fidelity Investments (“Fidelity”) serve as
   the broker-dealer/custodian for client investment management assets.

    Broker-dealers such as Schwab and Fidelity charge brokerage commissions and/or
    transaction fees for effecting certain securities transactions. Broker-dealers such as Schwab
    and Fidelity charge brokerage commissions, transaction, and/or other type fees for
    effecting certain types of securities transactions (i.e., including transaction fees for certain
    mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.).
    The types of securities for which transaction fees, commissions, and/or other type fees (as
    well as the amount of those fees) shall differ depending upon the broker-dealer/custodian.
    While certain custodians, including Schwab and Fidelity, generally (with the potential
    exception for large orders) do not currently charge fees on individual equity transactions
    (including ETFs), others do.

    There can be no assurance that Schwab or Fidelity will not change their transaction fee
    pricing in the future.

    Schwab and Fidelity may also assess fees to clients who elect to receive trade confirmations
    and account statements by regular mail rather than electronically.

         In addition to Withum Wealth Management’s investment management fee, brokerage
         commissions and/or transaction fees, clients will also incur, relative to all mutual fund and
         exchange traded fund purchases, charges imposed at the fund level (e.g., management fees
         and other fund expenses.

         When beneficial to the client, individual fixed-income and/or equity transactions may be
         effected through broker-dealers with whom Withum Wealth Management and/or the client
         have entered into arrangements for prime brokerage clearing services, including effecting
         certain client transactions through other SEC registered and FINRA member broker-
         dealers (in which event, the client generally will incur both the transaction fee charged by
...

Item 7           Types of Clients

         Withum Wealth Management’s clients shall generally include individuals, investment
         companies, investment limited partnerships, pension and profit sharing plans, business
         entities, trusts, estates and charitable organizations.