Gardner Asset Management LLC

Item 5 - Fees and Compensation

Fees for Advisory Services

The client pays The Gardner Group for its investment management services, which are up to 2% based
upon the client's assets under management. Advisory fees are negotiable. Fees are calculated by
multiplying the assets under management by the relevant percent and dividing such product by four (4).
Fees are payable quarterly, in advance, and such fees may be deducted from client's account(s) quarterly
within thirty (30) days following the end of the quarter for which said fees will be incurred.

Accounts opened in mid-quarter will be assessed at a pro-rated management fee. In addition, the Gardner
Group adjusts billing for deposits and withdrawals, in arrears for account activity in the previous quarter.
These adjustments are billed or refunded on a pro-rated basis contingent on the number of days in the
respective quarter.

Certain clients of The Gardner Group may initially be charged fees, which are less than those set out above.
With regard to employee related accounts and certain other accounts, the monthly fees may be less,
depending upon a number of factors, including portfolio size, length of employment and relationship to the
employee.

The assets under management shall include the following: (i) fixed income investments [CDs, Bonds, etc.];
shall be the market value of all fixed income securities plus or minus the amortized amount of any premium
or discount over the term of the investment; and (ii) other investments [Stocks, Warrants, Options]; shall be
the market value of the securities or investments. The market value of the securities shall be based on the
monthly statement provided by the institution where the account is held. All advisory fees are negotiable.

Fees are calculated on an incremental basis and are subject to change with 30 days’ written notice. Certain
clients of The Gardner Group with pre-existing relationships may initially be charged fees which are less
than those set out above. With regards to employee related accounts and certain other accounts, the
quarterly fees may be less, depending upon a number of factors, including portfolio size, length of
employment and relationship to the employee.

Fees for Financial Planning

The fee for those financial planning services is negotiable and depends on the type of plan provided and
complexity of the situation. An estimate will be given after the initial fact finder. Financial plans range from
$1,000.00 to $10,000.00.

Beginning on the first day of the calendar quarter following the date Client executes the financial planning
agreement, Client agrees to pay The Gardner Group on an annual basis (billed quarterly, in advance) in
return for services rendered under this agreement as calculated below:

Fees are assessed either as a quarterly fee, payable in advance based on the price of the plan or payment
of 50% of the fee in advance with the remainder due upon receipt of the written plan.

Client may agree to pay an hourly consulting fee in the range of $150.00 - $350.00 per hour. The client is
billed following the consultation.

To the extent mutual funds are selected the annual advisory fee set forth above does not include the
customary fees and expenses associated with investing in mutual funds or other costs of establishing and
maintaining an account with mutual funds including Rule 12b-1 fees and expenses. In addition to the annual

advisory fee each mutual fund in which your assets are invested will incur separate investment advisory
fees and other expenses for which you will bear a proportionate share.

The section referred to as “Brokerage Practices” further describes the factors that we consider in selecting
or recommending broker-dealers for transactions and determining the reasonableness of their
compensation (e.g., commissions).

Termination

The relationship may be terminated by either party upon 30 days written notice. Advisory fees will not be
refunded.

Fee Payment Options

As indicated in our advisory agreement with you, there are two options you may select to pay for our
services:

    •   Direct debiting (preferred): at the inception of the relationship and each quarter thereafter, we will
        notify your custodian of the amount of the fee due and payable to us through our fee schedule
        and contract. The custodian does not validate or check our fee, or its calculation on the assets
        on which the fee is based. They will “deduct” the fee from your Account(s) or if you have more
        than one account from the account you have designated to pay our advisory fees.

            o   Each quarter or month (depending on activity), you will receive a statement directly from
                your custodian showing all transactions, positions and credits / debits into or from your
                account; the statements after the quarter end will reflect these transactions, including the
                advisory fee paid by you to us.

    •   Pay-by-check: at the inception of the Account and each quarter thereafter, we issue you an
        invoice for our services and you pay us by check or wire transfer within 15 days of the date of the
        invoice.

Additional Fees and Expenses

Advisory fees payable to us do not include all the fees you will pay when we purchase or sell securities for
your Account(s). The following list of fees or expenses are what you pay directly to third parties, whether
a security is being purchased, sold or held in your Account(s) under our management. Fees charged are
by the broker dealer / custodian.

We do not receive, directly or indirectly, any of these fees charged to you. They are paid to your broker,
custodian or the mutual fund or other investment you hold. The fees include:
    • Brokerage commissions;
    • Transaction fees;
    • Exchange fees;
    • SEC fees;
    • Advisory fees and administrative fees charged by Mutual Funds (MF), Exchange Traded Funds
        (ETFs)
...

Item 7 - Types of Clients

We provide our services to a number of Clients:

    •   Individuals, including high net worth individuals

    •   Trusts, estates and charitable organizations

    •   Pension and profit-sharing plans

    •   Corporations or other business entities

Minimum Account Size

We generally require a $500,000 minimum for the management of accounts. Fees and account sizes are
subject to negotiation. In addition, we reserve the right to refuse to accept proposed management
responsibilities or to resign from the management of any individual account.