Public Finance Group

Proposal to Provide Investment Consulting Services to

POCONO MOUNTAIN SCHOOL DISTRICT

May 14, 2008

J. Randolph Lawlace Vice President/Public Finance

1801 Market Street – 11th Floor Philadelphia, PA 19103-1675

Tel: 215-665-6382 Fax: 215-587-9943 rlawlace@jmsonline.com

Table of Contents Section 1 Local Government Investment Consulting (LOGIC) Section 2 Overview of Janney Montgomery Scott LLC Section 3 Investment Consulting Services Agreement

Local Government Investment Consulting (LOGIC)

Local Government Investment Consulting Janney Montgomery Scott LLC and its predecessor firm Parker/Hunter have provided independent investment advice to Pocono Mountain School District since 2002 through the Local Government Investment Consulting (LOGIC) program. LOGIC provides a comprehensive independent consulting service designed to assist local governments in the safe investment of public funds at competitive rates of return. We are pleased to present this proposal for continued LOGIC services for a three-year term, as you requested. Today’s financial markets offer a bewildering array of investment options and not all of them are authorized or appropriate for public funds. Over the past twenty years millions of tax dollars have been lost through high risk or fraudulent investment practices and products. For example, in 1997 several Pennsylvania school districts incurred significant investment losses from a collateralized investment agreement where the investment manager incurred significant trading losses and misrepresented the value of the investments. In 2004 four school districts invested in tax-exempt revenue notes issued by a municipal authority to acquire a golf course that went into default. In both cases, the school districts relied on the representations of an investment adviser who also supplied the investment vehicle to the public entity. How can school districts avoid problems like these in the future? School district business officials have many responsibilities but they may not have the technical expertise needed to evaluate investments and manage an investment portfolio. LOGIC can assist the school district in making safe investment decisions by:

Providing on-going risk assessment of existing investment practices and monitoring investment portfolios.

Evaluating new investment proposals and investment vehicles. Working with legal and accounting professionals to ensure compliance with

statutory and regulatory requirements. Independent Advice Janney Montgomery Scott LLC is a full service securities firm that provides a broad range of investment banking, financial advisory and investment consulting services to school districts and municipalities throughout Pennsylvania. Please see the information in Section 2 for a description of Janney, the Public Finance group and the services we provide to school districts. We do not offer investment securities or products to Pennsylvania school districts so that we can act as an independent source of unbiased information. We do not receive compensation from, or provide compensation to, other parties involved in the investment of the funds so that we avoid conflicts of interest. As an investment consultant, we have a fiduciary duty to protect the best interests of our client, the School District.

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Range of Services: Pocono Mountain School District will receive the following services as a LOGIC client:

Investment Policy Review and Recommendations.

We will meet with representatives of the Administration and the Board to review and discuss the existing Board Policy related to the investment of funds. We will recommend changes or additions to the Policy.

Investment Practice and Procedure Review and Recommendations

We will meet with the Business Manager and his staff to review and discuss investment practices and procedures and submit recommendations regarding suggested changes.

Quarterly Investment Review

Janney will examine the type of investments provided to the School District by financial institutions to assist the School District’s legal counsel in determining compliance with Section 440.1 of the Public School Code of 1949, as amended, as well as other applicable laws and regulations. Janney will inform the School District promptly of any concerns regarding non-compliance with the School Code and other laws.

Quarterly Credit Analysis of Financial Institutions

We will provide the School District on a quarterly basis with access to research and analysis relative to the credit ratings and other indicators of financial strength for financial institutions where the School District maintains significant investment deposits.

Quarterly Collateral Review and Reporting

We will review and analyze periodic reports submitted by financial institutions regarding the collateralization of public funds and compliance with Act 72 of 1971 regarding pooled collateral for public deposits.

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Periodic (Quarterly or Semi-Annually) Reporting

Janney will prepare written reports designed to summarize the activities and assistance provided to the School District and detailing the findings of our credit analysis and collateral review. We will provide either quarterly or semi-annual reports at the School District’s option.

Assistance with Investment Decisions

We will respond promptly to requests from the School District regarding investment decisions and evaluation of potential new depository institutions.

Assistance Provided to Legal Counsel & Local Auditor

We will provide assistance to the School District’s legal and accounting professionals in their efforts to ensure compliance with applicable laws, regulations and guidelines.

Recent examples of the support and advice we provided to school district clients include the following:

We evaluated the proposal of a bank to provide a letter of credit from the Federal Home Loan Bank as security for the school district’s deposits instead of the customary Act 72 collateral pool. We reviewed the bank’s proposal and suggested several safeguards to the school district.

In the course of our periodic evaluation of one bank’s Act 72 collateral, we advised

the school district of our concern about the use of collateralized debt obligations and asset-backed securities as collateral in light of the ongoing liquidity problems in the credit markets. We prepared a letter from the school district to the bank requesting assurances about the bank’s collateral practices and the methods and frequency of the bank’s valuation of collateral securities.

In December Florida’s Local Government Investment Pool suspended withdrawals by

its municipal investors, generating questions whether Pennsylvania government investment pools might face similar problems. We analyzed the investment restrictions for PLGIT, PSDLAF and PA INVEST, spoke with each of the funds and determined that they did not own the type of securities that caused problems for the Florida pool. An update reporting on our findings was sent to all LOGIC clients.

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A school district was considering investing in three money market funds and it asked to evaluate those funds in light of the district’s investment policy. We found that all three of the funds met the policy’s criteria for money market funds but that one of the funds was designed to be tax-efficient and invested in securities exempt from state taxation. Since the district is already exempt from state taxation, this structure offered no advantage to the district.

Proposal

Term. The School District and Janney will enter into an Investment Consulting Services Agreement for a term commencing as of July 1, 2008 and ending as of June 30, 2011. Either party will have the right to terminate the Agreement upon giving the other party 30 days’ written notice of termination. The proposed form of Agreement is attached in Section 3. Fee. The fee for the foregoing services is $5,000 for the first year, $5,500 for the second year and $5,750 for the third year of the contract. Investment of Bond Proceeds or General Funds Janney assists school districts with the investment of bond proceeds or general funds through a competitive bidding process. As Investment Advisor, we will assist you with the following:

Selection and evaluation of investment options such as individual portfolio investments, investment agreements and flex repurchase agreements.

Development of an investment strategy that meets the specific needs of the School

District based upon the factors unique to each project financing such as arbitrage status, total funds available for investment, reliability and length of draw schedule, spread between borrowing and re-investment rate and differences in yields between various investments.

Creation of a Request for Proposals and distribution to qualified firms.

Review and evaluation of proposals for compliance with the RFP and

identification of the highest return on investment.

Preparation of a written summary and recommendation to the School District. Fees for these services range from $1,000 to a percentage of total assets invested, depending upon the type of investment and the level of services requested. These investment bidding services are in addition to the standard LOGIC program. A specific proposal will be provided upon request of the school district.

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Professional Staff

The members of Janney’s Public Finance group offer their clients a deep knowledge of municipal finance along with the perspective brought by many years of experience working with local governments. The individuals on Janney’s team have served in the past as government administrators, elected officials, bond counsel and investment portfolio managers and their experience provides the School District with an added level of expertise.

J. Randolph Lawlace, Vice President 1801 Market Street, Phila., PA 19103 Randy Lawlace has over twenty-five years experience with tax-exempt finance. Before joining Janney Montgomery Scott LLC, he practiced law as a bond attorney, acting as bond counsel, underwriter’s counsel and issuer’s counsel for a variety of tax-exempt bond issues for governmental issuers and nonprofit institutions. Mr. Lawlace also served as a Township Commissioner for Lower Merion Township, Montgomery County, Pennsylvania for six years where he chaired the Finance Committee and Budget Committee, among other responsibilities. He has been an active volunteer with numerous civic and educational institutions, including serving as chairman of the board for an independent school. Mr. Lawlace graduated from Swarthmore College with a B.A. with Honors in English Literature and earned a J.D. from Villanova University School of Law where he was Articles Editor of the Villanova Law Review. Prior to joining JMS, Mr. Lawlace was Special Counsel with the law firm of Fox Rothschild LLP and served as in-house counsel with two major health care systems. He began his career at Ballard Spahr Andrews & Ingersoll and Fineman & Bach, P.C. in Philadelphia. Mr. Lawlace is a member of the Pennsylvania Bar Kevin J. Reed, Vice President 1801 Market Street, Phila., PA 19103 Kevin J. Reed, Vice President, has over 12 years of industry experience within the tax-exempt marketplace. Mr. Reed’s responsibilities focus on providing analytical and quantitative research with an emphasis on refunding analysis and new money issues. Prior to joining Janney, Mr. Reed worked for Radian Group, Inc. which is a leading financial guarantor of public finance transactions. There he was responsible for credit research, bond structure analysis and portfolio management for Radian’s $4 billion municipal bond investment portfolio. Mr. Reed also spent over ten years as a senior trader in various taxable and tax-exempt markets at firms such as LPL Financial, American International Group and Fiserv Securities. Mr. Reed is a Municipal Securities Principal, a General Securities Principal, a General Securities Representative, and a Uniform Securities Agent with the NASD. Mr. Reed holds a Bachelors of Science in Business Administration with a concentration in Finance from Colorado State University and is currently enrolled in the Masters of Finance program at the Smeal College of Business at Pennsylvania State University.

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Steve Genyk, Sr. VP and Managing Director 1801 Market Street, Phila., PA 19103 Steve Genyk, Senior Vice President and Managing Director, is responsible for leading the strategic direction, business development and financing activities of the Public Finance Department. In addition, Mr. Genyk serves as co-head of the Municipal Fixed Income Department which is comprised of Municipal Sales, Trading and Underwriting. Mr. Genyk’s public finance experience includes financings for governments, health systems/hospitals, senior living providers, colleges and universities, independent schools cultural institutions and economic development agencies. Mr. Genyk joins Janney from the Philadelphia Industrial Development Corporation (PIDC), the City of Philadelphia’s primary economic development agency. As Senior Vice President, Financing Services Group, Genyk was responsible for all loan, grant, tax credit and bond financing activities. Prior to joining PIDC, Mr. Genyk was a Managing Director with Bear Stearns and prior to that spent over eight years with Legg Mason in a variety of capacities including co-head of Public Finance. Mr. Genyk is a graduate of Wesleyan University and holds a Masters in Government Administration from the Fels Institute of Government, University of Pennsylvania. He is in his seventh year teaching a graduate finance course at the University of Pennsylvania and is a Board Member of Pennswood Village, Newtown, Pennsylvania. Timothy D. Frenz, Managing Director 600 Grant Street, Pittsburgh, PA 15219 Tim Frenz joined Janney Montgomery Scott as a Managing Director of Public Finance in 2006 after having spent the previous fourteen years in the public finance department of PNC Capital Markets. Mr. Frenz has provided investment banking and financial advisory services to dozens of governmental borrowers, including school districts, state-level authorities, housing authorities, cities, counties, water and sewer authorities, and economic development agencies. Mr. Frenz has served as senior investment banker to issuers that include the Pennsylvania Economic Development Financing Authority, the State of Ohio, the City of Pittsburgh, the Pittsburgh Urban Redevelopment Authority, the Pittsburgh School District, North Allegheny School District, Woodland Hills School District, Hollidaysburg Area School District and the Port Authority of Allegheny County. Mr. Frenz has also served as financial advisor on over $1 billion in bond and derivative issues for the City of Pittsburgh, the Pittsburgh Water and Sewer Authority, the Pennsylvania Economic Development Financing Authority, Scranton City School District, and Keystone Oaks School District. He currently serves as financial advisor to Mt. Lebanon School District and Baldwin-Whitehall School District among others. Mr. Frenz has extensive experience with a host of public finance debt structures and products, including PlanCon / Act 34 Public Hearings, Act 1, tax increment financings, annual note funding programs, investment products, letters of credit, and derivative products, including swaps and swaptions. Mr. Frenz graduated magna cum laude with a B.S. in Finance from Lehigh University.

Overview of Janney Montgomery Scott LLC

Overview of Janney Montgomery Scott LLC • Janney Montgomery Scott LLC (“Janney”) is one of the oldest securities firms in the

country, tracing its origins back to 1832. • Wholly-owned and independently-operated subsidiary of The Penn Mutual Life

Insurance Company (“Penn Mutual”) since 1982. • Penn Mutual is rated Aa3/AA- and has a capital base of over $2 billion. • Both Penn Mutual and Janney have experienced minimal, if any, negative impacts from

events such as the sub-prime lending and mortgage market challenges. • Janney is focused on two primary businesses:

Private Client Group Capital Markets

• With approximately 100 offices and almost 1,000 financial consultants, the firm is one of

the largest securities firms in the country.

• Capital Markets includes corporate finance, investment banking, equity sales, institutional trading and research, taxable fixed income and municipal capital markets.

Statement of Stability Various industry events, such as the sub-prime mortgage pressures, have affected the financial markets, investors, and certain firms in our industry. It is important to all of us at Janney that our clients know that due to our policies and business practices, we have experienced minimal, if any, negative impact from these industry events. With a strong equity capital base, ownership by The Penn Mutual Life Insurance Company - which carries equally as strong a capital base - and an unbroken string of profitable years, we continue to deliver on our mission of building enduring client relationships based upon integrity, experience and trust by providing objective advice and superior service that leads our clients to the achievement of their financial goals.

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Public Finance LocationsPhiladelphia, PAPittsburgh, PA

Edison, NJ

Retail Sales via Janney’s Private Client Group

Pennsylvania New Jersey

Connecticut

Allentown Bridgeton

Darien

Ardmore Bedminster

Fairfield

Bala Cynwyd

Glastonbury

BeaverEdison

New Haven

BethlehemHackensack

New London

Blue Bell

Haddonfield

Doylestown

Linwood

Massachusetts

Hazleton

Marlton

Boston

Kingston

Red Bank

Lancaster

Toms River

Norwell

Lemoyne

Upper Saddle River

Osterville

LigonierMcMurray

Washington, DC

Rhode Island

Media

Providence

Newtown/YardleyNew Hope

New York

Virginia

Philadelphia

Albany

Vienna

Pittsburgh

Brooklyn

Pottstown

Buffalo

North Carolina

St. David’s/Radnor

East Hampton

Charlotte

Scranton

Garden City

Raleigh

Sunbury

Hauppauge

Manhattan (2)

West Chester

Melville

GeorgiaAtlanta

Williamsport

Saratoga Springs

Wyncote

Skaneateles

Wyomissing

Syracuse

York

Tarrytown

Delaware

Maryland

Greenville

TowsonEaston

Bloomsburg

Monroeville

Clarion

Dubois

Johnstown

Meadville

Mon Valley

New Castle

Oil City

Uniontown

WashingtonValley Forge

Florida

Boca RatonFt. LauderdaleN. Palm BeachOrlandoPonte Vedra

South CarolinaSpartanburg

VermontSouth Burlington

OhioChillicothe

West VirginiaCharleston Wheeling

Aventura

ClevelandMansfieldMariettaPainesvilleSalem

West Hartford

Wexford/North Hills

Lake PlacidFalmouth

Public Finance LocationsPhiladelphia, PAPittsburgh, PA

Edison, NJ

Retail Sales via Janney’s Private Client Group

Pennsylvania New Jersey

Connecticut

Allentown Bridgeton

Darien

Ardmore Bedminster

Fairfield

Bala Cynwyd

Glastonbury

BeaverEdison

New Haven

BethlehemHackensack

New London

Blue Bell

Haddonfield

Doylestown

Linwood

Massachusetts

Hazleton

Marlton

Boston

Kingston

Red Bank

Lancaster

Toms River

Norwell

Lemoyne

Upper Saddle River

Osterville

LigonierMcMurray

Washington, DC

Rhode Island

Media

Providence

Newtown/YardleyNew Hope

New York

Virginia

Philadelphia

Albany

Vienna

Pittsburgh

Brooklyn

Pottstown

Buffalo

North Carolina

St. David’s/Radnor

East Hampton

Charlotte

Scranton

Garden City

Raleigh

Sunbury

Hauppauge

Manhattan (2)

West Chester

Melville

GeorgiaAtlantaGeorgiaAtlanta

Williamsport

Saratoga Springs

Wyncote

Skaneateles

Wyomissing

Syracuse

York

Tarrytown

Delaware

Maryland

Greenville

TowsonEaston

Bloomsburg

Monroeville

Clarion

Dubois

Johnstown

Meadville

Mon Valley

New Castle

Oil City

Uniontown

WashingtonValley Forge

Florida

Boca RatonFt. LauderdaleN. Palm BeachOrlandoPonte Vedra

South CarolinaSpartanburg

VermontSouth Burlington

OhioChillicothe

West VirginiaCharleston Wheeling

Aventura

ClevelandMansfieldMariettaPainesvilleSalem

MansfieldMariettaPainesvilleSalem

West Hartford

Wexford/North Hills

Lake PlacidFalmouth

Municipal Capital Markets

• Municipal Capital Markets is comprised of public finance, sales and trading (institutional and retail) and underwriting.

• Active in all sectors including general government, education, healthcare, utilities and

other non-profits.

• Primary focus in states where the firm has a presence including Pennsylvania, New Jersey, New York, Delaware and other states along the Eastern seaboard.

• Senior or co-manager for over 1,200 issues totaling over $65 billion since 1980.

• Municipal trading volume in excess of $20 billion annually, with focus on PA, NY, NJ,

DE and New England. • Strong and expanding institutional sales, trading and underwriting combined with retail

distribution capabilities provides clients with balanced distribution. Services to School Districts Janney specializes in providing underwriting and financial advisory services to school districts throughout Pennsylvania. Pennsylvania school districts in fact make up the largest single type of client that we service. Since the beginning of 2005, Janney has served as senior manager, co-manager or financial advisor on 87 Pennsylvania School District transactions totaling $1.53 billion. As underwriter to Pennsylvania school districts, Janney provides an unmatched and in-depth level of service that goes well beyond the actual structure and sale of the bonds. In addition to providing underwriting services, Janney assists our school district clients throughout the entire financing and construction process by providing the following services: Plancon Services Janney will work closely with the District’s administration and architect throughout the Plancon process, with special focus on:

• Part D - Preliminary Estimates • Part G - Project Accounting based on Final Bids • Part H - Final Project Financing • Part K – Refinancing

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Act 34 Public Hearing Janney will assist the administration and architect with the organization and presentation of the project for the required public hearing under Act 34. We are always available to serve as an active participant in the presentation by providing an overview of the financing. Investment Services Janney will assist the District in investing its bond proceeds (including construction fund and capitalized interest fund) in a manner that will maximize allowable earning yield and financial flexibility while strictly adhering to all applicable federal, state and school district laws and investment policies. Continuing Disclosure Requirements Janney will provide the District with regular reminders regarding the timing and content of all continuing disclosure requirements related to the bond financing. Refunding / Restructuring Opportunities Janney will provide the District with regular updates regarding any refunding or restructuring opportunities that would assist the District capture potential interest savings or take advantage of unique restructuring opportunities as they arise over the coming years.

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Janney’s “Firm-Wide Team Effort” allows us to leverage the expertise of all of our professionals to provide superior service to our clients.

• Full range of expert services

Underwriting Financial Advisory

Consulting Special Studies

• Industry focused practice groups:

Governments School Districts

Non-Profits Corporate / IDB

• Senior economists and analysts committed to providing relevant and timely capital markets, public finance and interest rate analyses

• Covering :

Fixed Income Federal Reserve

Public Finance Interest Rates

Economics Credit / Insurers

• 15 institutional salespeople and traders

• Covering over 400 institutional accounts

• Market-maker in hundreds of bond issues in dozens of states

• Fixed income trading – primary and secondary

• Active in Competitive Bids

• Active Syndicate group participant

• 1,000 financial consultants focused on serving over 350,000 active retail client accounts

• 100 offices on the East Coast and Midwest

• $13.8 billion in assets under management

Public Finance

Fixed IncomeResearch

Sales, Trading & Underwriting

Private ClientGroup

Janney’s “Firm-Wide Team Effort” allows us to leverage the expertise of all of our professionals to provide superior service to our clients.

• Full range of expert services

Underwriting Financial Advisory

Consulting Special Studies

• Industry focused practice groups:

Governments School Districts

Non-Profits Corporate / IDB

• Senior economists and analysts committed to providing relevant and timely capital markets, public finance and interest rate analyses

• Covering :

Fixed Income Federal Reserve

Public Finance Interest Rates

Economics Credit / Insurers

• 15 institutional salespeople and traders

• Covering over 400 institutional accounts

• Market-maker in hundreds of bond issues in dozens of states

• Fixed income trading – primary and secondary

• Active in Competitive Bids

• Active Syndicate group participant

• 1,000 financial consultants focused on serving over 350,000 active retail client accounts

• 100 offices on the East Coast and Midwest

• $13.8 billion in assets under management

• Full range of expert services

Underwriting Financial Advisory

Consulting Special Studies

• Industry focused practice groups:

Governments School Districts

Non-Profits Corporate / IDB

• Full range of expert services

Underwriting Financial Advisory

Consulting Special Studies

• Industry focused practice groups:

Governments School Districts

Non-Profits Corporate / IDB

• Senior economists and analysts committed to providing relevant and timely capital markets, public finance and interest rate analyses

• Covering :

Fixed Income Federal Reserve

Public Finance Interest Rates

Economics Credit / Insurers

• Senior economists and analysts committed to providing relevant and timely capital markets, public finance and interest rate analyses

• Covering :

Fixed Income Federal Reserve

Public Finance Interest Rates

Economics Credit / Insurers

• 15 institutional salespeople and traders

• Covering over 400 institutional accounts

• Market-maker in hundreds of bond issues in dozens of states

• Fixed income trading – primary and secondary

• Active in Competitive Bids

• Active Syndicate group participant

• 15 institutional salespeople and traders

• Covering over 400 institutional accounts

• Market-maker in hundreds of bond issues in dozens of states

• Fixed income trading – primary and secondary

• Active in Competitive Bids

• Active Syndicate group participant

• 1,000 financial consultants focused on serving over 350,000 active retail client accounts

• 100 offices on the East Coast and Midwest

• $13.8 billion in assets under management• 1,000 financial consultants focused on serving over 350,000 active retail client accounts

• 100 offices on the East Coast and Midwest

• $13.8 billion in assets under management

Public FinancePublic Finance

Fixed IncomeResearch

Fixed IncomeResearch

Sales, Trading & UnderwritingSales, Trading & Underwriting

Private ClientGroup

Private ClientGroup

Daily Fixed Income Market Commentaries

• E-mailed directly to your in-box

• Federal Reserve actions and statements

• Key economic data • Municipal bond market

commentary and analysis • Current muni offerings

from Janney and around the US

• US Treasury yields • Muni bond yields • Muni / Treasury spreads • CD yields • Short Term rates • Fed Funds

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9 institutional salespeople

Cover all major,

secondary and tertiary buyers including mutual funds, insurance companies, bank trust departments as well as money managers

Recent department

expansion, including hiring four additional institutional salespeople

Institutional Sales

Trade bonds both

institutionally and retail 2 institutional traders

with over 20 years experience

4 retail traders

Actively trade in our core

markets and sectors Support new issues in

secondary market

Institutional and Retail Trading

100 offices

East coast focus from

Massachusetts to Florida 1,000 financial consultants

Municipal bonds are

significant focus of retail sales force

Retail Sales

Janney’s blend of in-depth institutional coverage with our extensive retail network provides a vast distribution network for our clients’ tax-exempt bond issues.

Investment Consulting Services Agreement

INVESTMENT CONSULTING SERVICES AGREEMENT THIS INVESTMENT CONSULTING SERVICES AGREEMENT (the “Agreement”), dated as of May __, 2008 by and between JANNEY MONTGOMERY SCOTT LLC (“Janney”) and the POCONO MOUNTAIN SCHOOL DISTRICT (the “Client”). WHEREAS, the Client desires to obtain the Investment Consulting Services of Janney in connection with the investment of General Fund monies, as identified by the Board of Directors (the “Funds”); and WHEREAS, Janney is willing to provide investment consulting services for the investment of the Funds subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

1. Services: At the Client’s request and subject to guidance and direction from the Client, Janney will provide the investment consulting services described in the Scope of Services appended hereto as Appendix A (the “Services”). Janney will provide the Services from time to time and at such times as the Client may reasonably request. The Client understands that Janney’s only role in the investment of the Funds is to render assistance and advice to the Client, who will have decision-making responsibility for all aspects of the investment. The Services are not intended to be in lieu of legal advice from counsel to the Client, appropriate advice from any other advisors to the Client or the exercise of business judgment on the part of the Client.

2. Compensation: The Client will pay to Janney for performance of the Services as

follows: A fee of $5,000 for the year beginning July 1, 2008, $5,500 for the year beginning July 1, 2009 and $5,750 for the year beginning July 1, 2010.

3. Compliance: Janney will comply with all laws regulating and establishing ethical

standards and disclosure requirements for Investment Advisors. 4. Term: The term of this Agreement shall commence on July 1, 2008 and shall

continue in effect for a period of three years until June 30, 2011. Either party shall have the right to terminate this Agreement upon giving the other party 30-days written notice of such termination.

5. Other Matters:

(a) Janney will perform the Services as an independent contractor and not as an employee of the Client.

(b) The Client understands that Janney may have business relationships with other

firms that may do business with the Client which are unrelated to the Services to be provided in the Agreement. Janney shall not receive compensation from, or provide compensation to, other parties involved in the Funds and the investment thereof.

(c) Janney’s sole source of compensation related to the Services to be provided in

the Agreement will be the fee paid by the Client.

(d) Except as stated in 5(b), Janney shall not receive compensation from, or provide compensation to, other parties involved in the Funds and the investment thereof.

(e) The Client’s retention of Janney hereunder is the result of the Client’s judgment

and not of a condition imposed by any other party. Janney makes no representations regarding the services of any other party, takes no responsibility for the actions of such party (whether or not affiliated with Janney), and has not conditioned its services hereunder on the retention of any such party).

(f) This Agreement, including Appendix A hereto, contains the entire agreement

between the Client and Janney and no amendment, modification or alteration of this Agreement shall have any force or effect unless the same is in writing and signed by each of the parties hereto.

(g) This Agreement will be governed and interpreted in accordance with the laws of

the Commonwealth of Pennsylvania. WITNESS the due execution hereto this ______ day of May, 2008. JANNEY MONTGOMERY SCOTT LLC By: Title: Vice President, Public Finance POCONO MOUNTAIN SCHOOL DISTRICT By: Title:

A P P E N D I X A

SCOPE OF SERVICES Janney Montgomery Scott LLC (“Janney”) will provide Investment Consulting Services to the Pocono Mountain School District (the “Client”) as follows:

Investment Policy Review and Recommendations.

We will meet with representatives of the Administration and the Board to review and discuss the existing Board Policy related to the investment of funds. We will recommend changes or additions to the Policy.

Investment Practice and Procedure Review and Recommendations

We will meet with the Business Manager and his staff to review and discuss investment practices and procedures and submit recommendations regarding suggested changes.

Quarterly Investment Review

Janney will examine the type of investments provided to the School District by financial institutions to assist the School District’s legal counsel in determining compliance with Section 440.1 of the Public School Code of 1949, as amended, as well as other applicable laws and regulations. Janney will inform the School District promptly of any concerns regarding non-compliance with the School Code and other laws.

Quarterly Credit Analysis of Financial Institutions

We will provide the School District on a quarterly basis with access to research and analysis relative to the credit ratings and other indicators of financial strength for financial institutions where the School District maintains significant investment deposits.

Quarterly Collateral Review and Reporting

We will review and analyze periodic reports submitted by financial institutions regarding the collateralization of public funds and compliance with Act 72 of 1971 regarding pooled collateral for public deposits.

Quarterly Reporting

Janney will prepare quarterly written reports designed to summarize the activities and assistance provided to the School District and detailing the findings of our credit analysis and collateral review.

Assistance with Investment Decisions

We will respond promptly to requests from the School District regarding investment decisions and evaluation of potential new depository institutions.

Assistance Provided to Legal Counsel & Local Auditor

We will provide assistance to the School District’s legal and accounting professionals in their efforts to ensure compliance with applicable laws, regulations and guidelines.

Agreement

The Investment Consulting Services Agreement, to which this Appendix A is appended,

supersedes this Appendix A in all respects and, if there is any conflict between the

Agreement and this Appendix A, the provisions of the Agreement shall govern.