Pinney & Scofield Inc

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         If a client determines to engage the Firm to provide discretionary investment advisory and
         financial planning combined services on a fee-only basis, the Firm’s annual investment
         advisory fee shall be based upon a percentage (%) of the market value and type of assets
         placed under the Firm’s management as follows:

                             Market Value of Portfolio         Annual Fee %
                                First $2,000,000                  0.75%
                                Next $3,000,000                   0.50%
                                Over $5,000,000                   0.25%

         As an illustrative example, if a client places $2,500,000 under the Firm’s management, that
         client would be subject to a 0.75% annual fee on the first $2,000,000 and a 0.50% fee on
         the remaining $500,000.

         Certain of the Firm’s clients may be subject to legacy fee which deviate from that shown
         above. In addition, the Firm, in its sole discretion, may combine the assets of related
         accounts to reach better fee break points for the client.

         The Firm's annual investment advisory fee shall cover investment advisory services, and
         financial planning and consulting services. In the event that the client requires
         extraordinary planning and/or consultation services (to be determined in the sole discretion
         of the Firm), the Firm may determine to charge for such additional services, the dollar
         amount of which shall be set forth in a separate written notice to the client.

         The fee schedule applies only to assets in brokerage account(s) or variable annuities for
         which the Firm has a signed Limited Power of Attorney or other written permission from
         the client such as authorization to access accounts using the account aggregation
         platform(s) system described above in Item 4b Miscellaneous.

         While the Firm remains available to advise on other client investment assets (“non-
         managed assets”), it generally charges only on managed assets. To the extent that the Firm
         is asked to consult on any non-managed assets, such discussions do not include investment
         implementation or the execution of transactions, nor ongoing investment management,
         supervision, monitoring, or reporting services. Unless otherwise agreed, the client remains
         exclusively responsible for all decisions, transactions, proxy voting responsibilities, and
         performance for all such investment assets. Should the client desire comprehensive
         investment advisory services with respect to any such non-managed assets, the client will
         contact the Firm to discuss the possibility of inclusion as managed assets which may
         necessitate their sale.

               FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
         The Firm may provide financial planning and/or consulting services (including investment
         and non-investment related matters, such as estate planning, insurance planning, etc.) on a
         stand-alone fee basis. The Firm’s planning and consulting fees are negotiable, but generally
         range from $250.00 to $500.00 on an hourly rate basis, depending upon the level and scope
         of the service(s) required and the professional(s) rendering the service(s).

   B. Clients may elect to have the Firm’s advisory fees deducted from their account(s). Both
      the Firm's Investment Advisory Agreement and the custodial/clearing agreement may
      authorize the custodian to debit the account(s) for the amount of the Firm's investment
      advisory fee and to directly remit that management fee to the Firm in compliance with
      regulatory procedures. In the event that the Firm bills the client directly, payment is due
      within 15 days of receiving the Firm’s invoice. The Firm shall deduct fees and/or bill clients
      quarterly in advance, 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, the Firm shall generally recommend that Charles Schwab and Co.,
      Inc. (“Schwab”) serve as the broker-dealer/custodian for client investment management
      assets. Broker-dealers such as Schwab charge brokerage commissions and/or transaction
      fees for effecting certain securities transactions in accordance with Schwab’s brokerage
      commission and transaction fee schedules. Clients may also be assessed a nominal
      exchange fee on securities transactions.

         In addition to the Firm’s investment management fee, applicable brokerage commissions
         and/or transaction fees, and exchange 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).

   D. The Firm's annual investment advisory fee shall be paid quarterly, in advance, based upon
      the market value of the assets on the last business day of the previous quarter. For the initial
      billing period, the Firm may include a prorated fee in arrears to cover the past days from
      inception of the relationship to the end of the previous quarter unless otherwise agreed.

         The Investment Advisory Agreement between the Firm and the client will continue in
         effect until terminated by either party by written notice in accordance with the terms of the
         Investment Advisory Agreement. Upon termination, the Firm shall refund the pro-rated
         portion of the advanced advisory fee paid based upon the number of days remaining in the
         billing quarter.
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Item 7           Types of Clients

         The Firm’s clients shall generally include individuals and families, trusts and charitable
         organizations. The Firm generally requires an initial minimum portfolio size of $1,000,000
         in managed assets for investment advisory services. The Firm, in its sole discretion, may
         waive or reduce its minimum portfolio requirement 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, competitive pricing, etc.).

         As 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.