Guardsman Private Capital Management Inc

Item	5	-	Fees	and	Compensation

      A. Description
          GUARDSMAN	 does	 not	 have	 a	 standard	 fee	 schedule	 applicable	 to	 all	 clients.
          GUARDSMAN	bases	its	fees	on	(i)	a	percentage	of	assets	under	management,	(ii)
          hourly	charges,	or	(iii)	a	fixed	annual	retainer.
          Because	 of	 the	 custom	 nature	 of	 GUARDSMAN’s	 services	 and	 the	 uniqueness	 of
          each	client,	fees	are	negotiable	and	GUARDSMAN	may	have	different	advisory	and
          consulting	 fees	 for	 each	 client	 based	 upon	 the	 client’s	 complexity	 and
          requirements.	 The	type	and	amount	of	fees	will	be	set	forth	in	a	written	agreement
          with	the	client	at	the	commencement	of	the	advisory	relationship.
          Fees	 are	 subject	 to	 a	 $25,000	 per	 year	 minimum,	 which	 may	 be	 waived	 at	 the
          discretion	of	GUARDSMAN.	This	practice	creates	a	conflict	of	interest	because	some
          clients	will	pay	more	than	other	clients	for	our	services.

      B. Fee Billing
          Investment	advisory	fees	are	billed	in	arrears	in	accordance	with	the	frequency	set
          forth	in	the	client’s	advisory	agreement	(i.e.,	monthly,	quarterly,	or	semi-annually).
          In	calculating	the	fee,	the	total	value	of	the	client’s	accounts	will	be	determined	as
          of	the	last	business	day	of	the	period.
          For	clients	engaging	GUARDSMAN	for	investment	advisory	services	in	the	middle
          of	the	quarter,	the	fee	for	the	partial	quarter	will	be	calculated	on	a	pro-rata	basis
          based	upon	the	number	of	days	remaining	in	the	quarter	from	the	date	the	advisory
          agreement	 is	 signed,	 and	 the	 period	 ending	 account	 value(s).	 That	 pro-rated
          amount	is	then	added	to	the	first	full	period’s	fees.
          Should	a	client	elect	to	terminate	an	investment	advisory	relationship	within	the
          first	ninety	(90)	days,	then	no	fees	shall	be	owed	to	GUARDSMAN.
          GUARDSMAN’s	general	practice	is	to	deduct	fees	directly	from	the	client’s	account
          in	 accordance	 with	 the	 advisory	 agreement	 and	 client	 authorizations.	 In	 some
          cases,	GUARDSMAN	will	send	an	invoice	to	the	client	rather	than	deduct	the	fees
          directly	from	the	client’s	accounts.	 The	specific	payment	method	will	be	set	forth
          in	 a	 written	 agreement	 with	 the	 client	 at	 the	 commencement	 of	 the	 advisory
          relationship.

      C. Other Fees
          In	 addition	 to	 the	 advisory	 fees	 charged	 by	 GUARDSMAN,	 other	 fees	 apply.
          Brokerage	commissions,	transaction	fees,	sales	loads,	sales	charges,	management
          fees,	administrative	fees,	account	maintenance	fees,	transfer	taxes,	wire	transfer
          fees,	electronic	fund	fees,	and	other	fees	can	be	charged	by	the	broker	or	dealer
          selected	for	execution	of	the	securities	transactions	in	the	advisory	accounts,	by

                                          GUARDSMAN
03.2026

          the	 custodian,	 and/or	 by	 the	 distributor,	 issuer	 or	 fund	 issuing	 the	 securities
          purchased	and	sold	within	the	advisory	accounts.	 The	client	is	solely	responsible
          for	paying	all	such	charges.	 In	addition,	mutual	funds	and	exchange-traded	funds
          (“ETFs”)	 pay	 management	 fees	 to	 their	 investment	 advisers,	 which	 reduce	 their
          respective	 assets.	 To	 the	 extent	 that	 the	 client's	 portfolio	 has	 investments	 in
          mutual	 funds	 or	 ETFs,	 the	 client	 will	 pay	 two	 levels	 of	 advisory	 fees	 for	 the
          management	of	their	assets:	 one	directly	to	GUARDSMAN,	and	the	other	indirectly
          to	the	managers	of	those	mutual	funds	and	ETFs	held	in	their	portfolios.	 Neither
          GUARDSMAN	 nor	 any	 of	 its	 investment	 adviser	 representatives	 receives	 any
          portion	of	these	other	fees.

Item	7	-	Types	of	Clients

      Description
          GUARDSMAN	 is	 a	 boutique	 investment	 advisory	 practice	 which	 provides	 highly
          customized	investment	management	and	family	office	services	to	a	limited	number
          of	charitable	organizations,	ultra-high	net	worth	individuals	and	families,	trusts,
          estates	and	private	investment	entities.
          The	President	of	GUARDSMAN	is	also	actively	engaged,	in	his	personal	capacity	as
          well	 as	 through	 related	 entities,	 as	 a	 manager	 and/or	 corporate	 officer	 of
          numerous	family	investment	entities	owned	or	controlled	by	advisory	clients.

      Account Minimums
          Although	there	is	no	account	size	minimum,	fees	are	subject	to	a	$25,000	per	year
          minimum,	which	may	be	waived	at	the	discretion	of	GUARDSMAN.