Wharton Business Group LLC

ITEM 5         FEES AND COMPENSATION
  A. The client can determine to engage the Registrant to provide discretionary and/or non- discretionary
     investment advisory services on a fee basis.

      INVESTMENT ADVISORY SERVICES
      If a client determines to engage the Registrant to provide discretionary and/or non- discretionary
      investment advisory services on a negotiable fee basis, the Registrant’s annual investment advisory
      fee shall be based upon a percentage (%) of the market value and type of assets placed under the
      Registrant’s management (between negotiable and 1.00%) as follows:

               Market Value of Portfolio                             Annual Fee
               Less than $2,000,000                                    0.50%
               $2,000,001 to $10,000,000                           0.375% - 0.50%
               $10,000,001 to $20,000,000                          0.30% - 0.375%
               Over $20,000,000                                       Negotiable

      RETIREMENT PLAN CONSULTING SERVICES
      The fee for the services may be charged either at a pre-determined hourly rate, a fixed fee or based
      upon a percentage of the plan assets. The exact fee will be negotiated in advance of services
      rendered and shall be clearly set forth in the Investment Advisory Agreement.

      Fixed Fee: Based on scope of services agreed upon in engagement, reasonable in light of
      geographical location, complexity of engagement, size of plan, and other relevant factors.

      RANGE:             $5,000-$100,000

      Hourly Fee: Based on estimate of hours needed as provided in engagement (client must approve in
      writing hours above original engagement); reasonable in light of geographical location, complexity of
      engagement, size of plan, and other relevant factors.

    RANGE:             $50-$300 per hour

    Basis Points: Based on specific asset levels in plan at dates provided in the engagement.

    RANGE: $0 to $20,000,000                       0.10 to 1.00% of Assets Under Management
           $20,000,001 to $40,000,000              0.05 to 0.50% of Assets Under Management
           $40,000,001 and above                   0.03 to 0.25% of Assets Under Management

    At the inception of the relationship, the Company is required to pay Registrant an initial fixed retainer
    prior to services rendered. Thereafter, all such fees are payable quarterly in advance as invoiced. As
    noted below, in special circumstances other fee paying arrangements may be negotiated. Moreover,
    at the Company’s consent, Registrant may bill out-of-pocket expenses (such as overnight mailings,
    messenger, translation fees, etc.) at cost to the Company.

    Fee Dispersion:
    The Registrant’s investment advisory fee is negotiable at Registrant’s 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 the Registrant 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 the Registrant 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. The Registrant’s Chief Compliance Officer, B.J. Webster, Jr,
    remains available to address any questions that a client or prospective client may have
    regarding the above fee determination.

    FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
    To the extent specifically requested by a client, the Registrant may determine to provide financial
    planning and/or consulting services (including investment and non-investment related matters,
    including estate planning, insurance planning, etc.) on a stand-alone fee basis. Registrant’s planning
    and consulting fees are negotiable, but generally range from $750 to $8,500 on a fixed fee basis,
    and from $175 to $325 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 Registrant’s advisory fees deducted from their custodial account. Both
   Registrant's Investment Advisory Agreement and the custodial/ clearing agreement may authorize
   the custodian to debit the account for the amount of the Registrant's investment advisory fee and to
   directly remit that management fee to the Registrant in compliance with regulatory procedures. In the
   limited event that the Registrant bills the client directly, payment is due upon receipt of the
   Registrant’s invoice. The Registrant 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 Registrant 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 (i.e. transaction fees are charged for
      certain no-load mutual funds, commissions are charged for individual equity and fixed income
      securities transactions). In addition to Registrant’s investment management fee, brokerage
      commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange
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ITEM 7         TYPES OF CLIENTS
      The Registrant’s clients shall generally include individuals, high net worth individuals, pension and
      profit sharing plans, trusts, estates and charitable organizations. The Registrant does not generally
      require an annual minimum fee or asset level for investment advisory services. The Registrant, in its
      sole discretion, may charge a lesser investment management fee 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, negotiations with client, etc.). Please Note:
      Similar advisory services may be available from other investment advisers for similar or lower fees.
      ANY QUESTIONS: Registrant’s Chief Compliance Officer, B.J. Webster, Jr., remains available to
      address any questions that a client may have regarding its advisory fee schedule.