Founders Capital Management Inc

Fees and Compensation
FCMI charges an annual investment management fee based on the following schedule:
Assets under management                                Annual Fee
First $1,000,000                                        1.25%
Next $1,000,000                                         0.80%
Amounts in excess of $2 Million                         0.60%

Based upon certain factors (such as account size, expected future additions, level of trading, and
account complexity), fees may be negotiable and vary from client to client. In addition, FCMI has

waived or negotiated lower fees for certain clients, such as charitable organizations or employees’
family members.

FCMI charges fees quarterly in arrears based on the account value at the end of the prior quarter, and
clients authorize FCMI to deduct fees automatically from their brokerage accounts. If a client
terminates the investment management agreement with FCMI in the middle of a billing period, FCMI
will invoice the client for an amount that is pro-rated based on the number of days that the account
was managed.

In addition to FCMI’s investment management fees, clients bear trading costs and custodial fees.
FCMI may invest a client’s funds in mutual funds, and to the extent that clients’ accounts are
invested in mutual funds, these funds pay a separate layer of management, trading, and administrative
expenses. Since mutual funds are generally available to the public on the same basis as they are
purchased in FCMI’s clients’ accounts, a client who chooses to research, select, monitor, and manage
his own mutual fund investments can avoid paying the advisory fee to FCMI for those assets.

The typical mutual fund management fee ranges from 0.20% of assets in the case of some bond funds
to a high of 2.00% of assets in the case of some specialized stock funds.

In 2025, all of FCMI’s discretionary account clients held their mutual fund shares in brokerage
accounts with Charles Schwab & Co., Inc. (“Schwab”). Schwab may charge a transaction fee to
buy or sell shares of such funds. In some cases, the mutual fund and the brokerage firm have agreed
to a service fee arrangement in which case the client is not charged a transaction fee.

FCMI’s fees do not include any bank fees, margin interest, national securities exchange fees, custody
fees, wire transfer fees or other costs or fees associated with securities transactions as required
by law. Clients’ funds awaiting investment may be placed in a money market fund; FCMI’s fees do
not include any internal fees or expenses of any money market fund.

Performance Based Fees and Side-by-Side Management
FCMI does not charge any performance fees. Some investment advisers experience conflicts of
interest in connection with the side-by-side management of accounts with different fee structures.
However, these conflicts of interest are not applicable to FCMI.

Types of Clients
FCMI primarily provides investment management services to individuals, high-net-worth individuals
and associated trusts and estates, charitable organizations, pension and profit-sharing plans, and
businesses and other legal entities. FCMI requires a minimum portfolio size of $1 million, which
can be comprised of multiple accounts. Based upon certain factors (such as account size, expected
future additions, level of trading, and account complexity), minimum portfolio requirements may be
negotiable and vary from client to client.

Methods of Analysis, Investment Strategies and Risk of Loss
FCMI’s Investment Committee is comprised of James L. Walter and Will R. Oliver. Messrs. Walter
and Oliver are responsible for account management. FCMI uses research reports on economic
conditions, industry groups and specific investments from brokerages and research firms. The
Investment Committee works together to conduct fundamental analysis on all securities recommended
for client accounts. This analysis varies depending on the security in question. For stocks and bonds,
the analysis generally includes a review of:

    •   The issuer’s management;
    •   The amount and volatility of past profits or losses;
    •   The issuer’s assets and liabilities, as well as any material changes from historical norms;
    •   Prospects for the issuer’s industry, as well as the issuer’s competitive position within that
        industry; and
    •   Any other factors considered relevant.

For mutual funds and ETFs the analysis generally includes a review of:

    •   The fund’s management team;
    •   The fund’s historical risk and return characteristics;
    •   The fund’s exposure to sectors and individual issuers;
    •   The fund’s fee structure; and
    •   Any other factors considered relevant.

The Investment Committee meets regularly to discuss existing and prospective investments.
Investments are evaluated independently, as well as in the context of clients’ existing holdings and
sector exposures.

FCMI primarily invests for relatively long-term horizons, often for a year or more. However,
market developments could cause FCMI to sell securities more quickly.

Depending on a client’s investment objectives, FCMI might engage in short selling or option writing.
The use of short selling and option writing poses additional risks that are discussed in detail with
any clients who are considering the use of these investment vehicles.

All investing involves a risk of loss and any investment strategy offered by FCMI could lose
money over short or even long periods. Performance could be hurt by several different market
risks including, but not limited to:

    •   Stock market risk, which is the chance that overall stock prices will decline. Stock markets
        tend to move in cycles, with periods of rising prices and periods of falling prices.
    •   Sector risk, which is the chance that significant problems will affect a particular sector, or
        that returns from that sector will trail returns from the overall stock market. Daily fluctuations
        in specific market sectors are often more extreme than fluctuations in the overall market.
    •   Interest rate risk, which is the chance that interest rates will rise, causing the prices of
        fixed income securities to fall since the price of most fixed income securities move in the
        opposite direction of the change in interest rates. If clients hold a fixed income security to
        maturity, the change in its price before maturity may have little impact on the
        performance; however, if the client must sell the fixed income security before the maturity
        date, an increase in interest rates could result in a loss.
    •   Inflation risk, which results from the variation in the value of cash flows from a security
        due to inflation, as measured in terms of purchasing power. For example, if a client purchases
        a 5-year bond in which it can realize a coupon rate of 5%, but the rate of inflation is
        6%, then the purchasing power of the cash flow has declined. For all but inflation-linked
        bonds, adjustable bonds or floating rate bonds, clients are exposed to inflation risk because
        the interest rate the issuer promises to make is fixed for the life of the security. To the
        extent that interest rates reflect the expected inflation rate, floating rate bonds have a lower
        level of inflation risk.