Gordon Asset Management LLC

ITEM 5: FEES AND COMPENSATION
    A.   Advisory fees charged to managed accounts for Individual Clients
The advisory fee charged to Individual Clients is an annual 1% of the net asset value of the assets in each account under
management (the “Advisory Fee”). The Advisory Fee is prorated and paid quarterly, in arrears. At the end of each 3-month
period (a “quarter”), the value of the Account shall be determined by adding the value of the securities, cash equivalents and
any cash balance in each Account on the last day of the previous calendar month. Adviser is authorized to deduct the
Advisory Fee due from one account from another account as long as the total adds up to the Client’s Advisory Fee.

Assets that Individual Clients invest in Gordon Funds are subject to management fees and may have performance-based
compensation, however such assets invested in the Gordon Funds are not subject to the Advisory Fee.

Fees are negotiable and may differ based on account size, strategy and complexity among other factors.

    B. Expenses charged to managed accounts for Individual Clients

Clients are responsible for and do incur other expenses separate and apart from the Firm’s Advisory Fees. These expenses
typically include custody fees, reporting fees, brokerage services and other transaction fees, expenses associated with the
investment vehicle in which their assets are invested (such as mutual fund expenses), and fees associated with separate
accounts managed by Separate Account Managers (defined below) such as portfolio management fees. The Firm recommends
no-load mutual funds to Clients. Brokerage practices are discussed in Section VIII of this document.

    C.   Management fees charged to Gordon Funds

The management fee charged to Gordon Funds ranges from an annual 0%-1.5% of assets under management and is payable
monthly in arrears. The Firm also charges performance based compensation to certain Funds as described below.

    D. Expenses charged to Gordon Funds

Gordon Funds are responsible for and do incur other expenses separate and apart from the Firm’s management and
performance based compensation. These expenses typically include ongoing costs and expenses and overhead expenses.
Ongoing costs and expenses include audit, administration, legal, custody fees, research, consulting, reporting, brokerage
services and other expenses. The Firm recommends no-load mutual funds to Clients. Brokerage practices are discussed in
Section VIII of this document. Overhead expenses include a reimbursement of rent, office support, technology, and other
expenses not to exceed 1% of net asset value per annum. Performance based compensation and overhead expenses reimbursed
by the Gordon Funds may create an incentive for the Firm to recommend Gordon Funds over managed accounts for Individual
Clients. Fees are negotiable and may differ based on account size, strategy and complexity among other factors.

    E.   Other Compensation

Neither the Firm nor any of its personnel accept compensation for the sale of securities or other services or other investment
services or products, except that incidental reporting fees may be charged to certain Clients.

ITEM 7: TYPES OF CLIENTS

    A. Individual Clients advised by the Firm

The Firm provides advisory services to high net worth and other individuals. The minimum dollar amount of assets ordinarily
required for the establishment of a client account is a total of $2,000,000 for an Individual Client. Smaller investments may be
accepted in the Firm's sole discretion, which may be granted on an accommodation basis or when it is deemed likely that the
minimum dollar size will be achieved by subsequent investments within a reasonable period of time.

    B. Funds advised by the Firm

The Firm provides investment advice to Gordon Associates LP, Gordon AD Venture Fund LLC, and Gordon Discovery Fund LLC
(collectively the "Gordon Funds"). These private funds are not registered under federal securities laws and typically utilize
sophisticated investment strategies. Investors in the Gordon Funds are generally required to qualify as “accredited investors”
under Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended, and "qualified clients" as defined
under Section 205 of the Investment Advisers Act of 1940, as amended.

The Gordon AD Venture Fund LLC and Gordon Discovery Fund LLC are not currently open to new investors. The minimum
investment in Gordon Associates, LP is in the Firm’s sole discretion.