Kearns & Associates LLC

ITEM 5 - FEES AND COMPENSATION

Fee Schedule & Billing Method

Kearns & Associates’ services are offered based on either a fixed
retainer fee or an asset-based fee. Fees are based on the scope,
complexity of the services provided, and unique client needs. Some
accounts may be under different fee schedules honoring prior agreements.
Our fees may be negotiable based on a number of factors, which include
but are not limited to “grandfathered” accounts, related accounts, and
other structures that we may consider in special situations. Generally,
we may aggregate client accounts that have family relationships with each
other for purposes of determining the investment advisory fee applicable
to each client. We also manage some family and related accounts without
charge. Kearns & Associates may offer services on a pro-bono basis.

We may however make exceptions to this minimum at our discretion based
upon certain criteria including anticipated future earning capacity,
anticipated future additional assets, account composition, related
accounts, and pre-existing client relationships.

Our investment advisory fees are typically payable quarterly either in
advance at the beginning of each calendar quarter or arrears at the end
of each calendar quarter. There are however certain client relationships
where investment advisory fees are payable either annually or semi-
annually. We will send an invoice to each client. The invoice is payable
upon receipt and will include the amount due. For certain clients, their
investment advisory fees will be deducted directly from their custodial
accounts.

Termination

Either party may terminate the agreement upon thirty (30) days written
notice to the other party. The client may terminate the agreement by
writing to Kearns & Associates at our office. Upon notice of termination,
Kearns & Associates will calculate the final fees due for services
provided through the date of termination. Any investment advisory fees
that we have earned for the services provided will be due upon
termination although we reserve the right to waive such fees on a case-
by-case basis. If the client paid fees in advance that were more than the
amount due for services, Kearns & Associates will refund any unearned
fees. We will prorate the refund based on the effective date of
termination.

Other Fees and Expenses

Kearns & Associates’ fees do not include custodian fees or Mutual Fund
and ETF fees. A client could invest in such securities directly, without
using our services. In that case, the client would not receive the
services we provide, which include assisting the client in determining
which securities we feel are most appropriate to each client’s financial
condition and objectives.

Accordingly, clients should review both the fees charged by such funds
and the investment advisory fees we charge to understand the total amount
of fees the client will pay and evaluate the advisory services we
provide. Clients pay all brokerage commissions and stock transfer fees,
and other similar charges incurred in connection with transactions in
accounts, from the assets in the account.

Other Compensation

We do not accept compensation from any other Asset Managers. We also do
not accept compensation for the sale of securities or other investment
products, including asset-based sales charges or service fees from the
sale of mutual funds.

ITEM 7 - TYPES OF CLIENTS

Kearns & Associates provides services to individuals, trusts, and
foundations.