Spielberger & Brooks Inc

Item 5 Fees and Compensation

Spielberger & Brooks is compensated by clients based on a percentage of assets under management. In
some instances, S&B may charge a negotiated fee for Financial Planning Services.

The fee schedule is subject to change upon 30 days written notice and is subject to negotiation. Fees are
charged quarterly, and typically in arrears, based on the market value of the assets on the last trading day
of each quarter. Accounts are discretionary, unless specified in writing as non-discretionary. Either party
for any reason, upon notice may cancel any client agreement at any time. Fees are typically prorated for
the initial quarter of services. The fee for large contributions or withdrawals in or out of an account during
the course of a quarter may be prorated, in the sole discretion of S&B. For those client's that are invested
in mutual funds, a management fee is also assessed directly by the mutual fund. Fee are typically debited
from clients’ accounts.

                 Asset Level                                        Annual Percentage

              $0 - $3,000,000                                           1.00%
          $3,000,000 - $4,000,000                  0.65% on balance over $3,000,000 up to $4,000,000
          $4,000,000 - $5,000,000                  0.50% on balance over $4,000,000 up to $5,000,000
          $5,000,000 - $6,000,000                  0.40% on balance over $5,000,000 up to $6,000,000
          $6,000,000 - $7,000,000                  0.35% on balance over $6,000,000 up to $7,000,000
          $7,000,000 - $8,000,000                  0.30% on balance over $7,000,000 up to $8,000,000
          $8,000,000 - $9,000,000                  0.25% on balance over $8,000,000 up to $9,000,000
               $9,000,000+                                 0.20% on balance over $9,000,000

Fees for 401k plans may be charged in advance and may differ from the listed schedule.

All fees paid to S&B for investment advisory services are separate and distinct from the fees and expenses
charged by mutual funds to their shareholders. These fees and expenses are described in each funds
prospectus. These fees will generally include a management fee, other fund expenses, and possible
distribution fees. The fees charged by the advisor are exclusive of all custodial and transaction costs paid
to custodians, brokers or any other third parties. Client's should review all fees charged by the advisor,
custodians, brokers, and others to fully understand the total amount of fees incurred.

A client agreement may be cancelled at any time by either party for any reason, upon notice. Typically, but
not always fees will be calculated on a prorated basis as of the date the account is transferred.

Individual portfolio circumstances may influence the negotiation of fee rate and account minimums differing
from the listed schedule, and certain clients may have received a fee reduction.

Item 7 Types of Clients

High Net Worth Individuals

Pension and Profit-Sharing Plans

Trusts and Estates

Corporations