Two Penn Center Plaza, Suite 1422 1500 John F. Kennedy Blvd Philadelphia, PA 19102 T: 215-568-9840 F: 215-568-9843 www.rlevan.com

Compliance Services

Overview of our SEC Compliance Program

We provide clients with a full array of compliance services specially designed to meet their individual needs. Clients have the option of selecting a package of services for a fixed, annual fee, or they may call us for legal and regulatory advice on an issue-by-issue basis for an hourly rate. Either way, we want our clients to get the advice they need in the manner best suited for them. Whether large or small, new or experienced, we will work with you to meet your compliance needs.

Key Components

While the scope of the service may vary slightly for each Registered Investment Adviser, the core components of the program include the following:

We will visit your offices twice in the course of the year to conduct on-site reviews of your operations in order to monitor compliance with the Advisers Act and its related rules and regulations. We will also review key materials including your client agreements, compliance manuals and Form ADV. In the course of a given year we will test in the following areas:

• Advertising and Performance Reporting
• Agency Cross Transactions
• Best Execution
• Books and Records
• Client Referral and Solicitation Agreements
• Code of Ethics
• Conflicts of Interest
• Custody of Client Funds
• Direct Billing
• Directed Brokerage
• Hedge Fund Reporting
• Insider Trading
• Personal Securities Transactions
• Portfolio Management
• Privacy Compliance
• Proxy Voting Procedures
• Soft Dollar Arrangements
• Terminated Account Review
• Trade Allocation Practices
• Trade Error Correction Practices

Following each compliance review, we will discuss with you our findings and recommendations. We will also assist you in making any revisions to your policies and procedures that you and we jointly believe are necessary. Our findings will be presented in such a way as to maximize the confidentiality protections afforded by the attorney-client privilege. You will then have the choice of sharing the findings with third parties (such as regulators) or not -- as you see fit. We will be happy to discuss with you in greater detail the strategic issues implicated in disclosing such reviews.

What's Included

Obviously, regulations change over time and typically expand. Regulatory changes involving such issues as Anti-Money Laundering, Disaster Recovery Plans and Form ADV revisions are already on the horizon. As such changes occur, we will assess the anticipated time required to implement and comply with the new regulations. If the estimated time involved is minimal, we will assist you with the work as part of the agreed-upon fee. If compliance with the new regulations requires substantial work, we will confer with you and agree on an appropriate fee for the additional work.

• Telephone & E-Mail Consultations
  
  You will be free to call or e-mail us with compliance questions whenever you need to at no additional charge. If your question requires research or further investigation, we will perform that work without charge to you. Our pledge is to get you the answers you need in a timely and useful fashion - without the concern that "the meter is constantly running."
  
  
• Annual On-Site Compliance Seminar
  
  Once a year, we will conduct at your offices a two-hour compliance seminar for your staff at no additional cost to you. The compliance seminar will be tailored to the particular products and needs of your organization, and can be scheduled in conjunction with one of our semi-annual compliance visits.
  
  
• Timely Compliance Updates
  
  You will receive from us timely e-mails advising you about breaking industry news and reminding you about upcoming compliance obligations. The e-mails will tell you what is happening, how it affects you and what you need to know or do. You are then free to call us with questions regarding any aspect of the e-mail and its implications for your firm, all as part of the service.
  
  
• Personal Assistance With All SEC Inspections
  
  We will assist you in all phases of any SEC examination that occurs whether scheduled or not. To the extent that you receive advance notice of an SEC inspection, we will review the pre-exam request for documents and advise you as you prepare for the exam. Regardless of whether the exam is scheduled or not, we will be available throughout the course of the exam to answer questions or render advice as needed. We also will be available to speak with the examiners should the need arise. Finally, we will review the results of the exam with you twice: once after the SEC examination staff departs, and second, upon receipt of the SEC's examination findings (sometimes referred to as a "deficiency letter"). These discussions are critical because a timely, voluntary adjustment to a questioned policy or procedure can make all the difference in the eyes of a regulator.
  
  
• Free Admission to National Compliance Seminar
  
  Compliance obligations are constantly changing. Accordingly, we will arrange for a complementary admission for you (or someone else in your organization) to attend the "National Symposium on Investment Adviser Regulation," a day-long conference held each year in Philadelphia. The conference focuses on current issues in investment adviser regulation and features top officials from the SEC and industry. We are confident that you will find this conference extremely beneficial to your overall compliance program.

What Isn't Included

• Litigation
• Formal legal opinions
• Mergers, sales or acquisitions of other entities, and the creation of new funds or entities (such as private investment funds)
• The drafting by us of key documents (e.g., ADVs, marketing materials, client agreements, etc.) or extensive re-drafting of such documents. We will be happy to review and comment on any such documents that you prepare without charge as part of the service.
• Customer complaints and employment disputes (beyond the initial stage)
• General "corporate" legal advice
• Mutual Fund advice
• SEC investigations or enforcement proceedings
• New regulatory initiatives (these will be dealt with by mutual agreement as they arise)

We will be happy to discuss arrangements for performing any such additional work that you desire, whether on a flat-fee or hourly basis. The cost, however, would be in addition to the annual fee agreed upon at the beginning of the year.

Fees

Because our goal is to provide you with on-going compliance services for a flat fee, the charge for the year will be mutually agreed upon in the beginning, and one fourth of the fee will be payable at the start of each quarter. The fee - like the service - will be calibrated to the size and needs of the particular RIA, and will be agreed upon by both of us.

During the course of the service, you will not be charged for routine disbursements such as telephone and fax charges, photocopying or computerized legal research. The fee is all-inclusive.

(The only exception is for travel-related costs incurred in connection with visits to the offices of non-Philadelphia-based clients. In the case of such visits, the charges will be limited to actual out-of-pocket expenditures.)

Guarantee of Satisfaction

Your satisfaction is our overriding concern. Accordingly, we promise that if you ever become dissatisfied with our service for any reason, simply notify us so that we may promptly rectify the situation. If you feel that we have failed to address the problem after a reasonable period of time, you may terminate our agreement at that point without any further obligation on your part. We will even refund to you the prorated amount of any pre-paid fees for that quarter.

Benefits to You

There are tremendous benefits to be gained from such a service. They include:

• Prompt answers to your compliance questions, together with the certainty of cost that comes with a flat-fee service, i.e., no "surprises."
• A reduction in your current expenditure for outside legal counsel, as well as a reduction in your staff's compliance burden.
• The confidence of knowing that your most valuable asset - your company's name and reputation - is being guarded against the possibility of regulatory disaster.
• The protections of the Attorney-Client Privilege and the Reliance-On-Counsel Defense (to the full extent conferred by law).
• The benefit of access to the best practices employed by other financial services firms and recommended by top SEC officials.