Kevin M Gibney and Company LLC

Item 5: Fees and Compensation

A.                         The Firm’s Fees and Compensation for Services.

 Gibney’s compensation differs based upon the services that it provides to a client.

 1. Discretionary and Non-Discretionary Investment Management Services. The annual fee for
 discretionary and non-discretionary investment management services will be charged as a
 percentage of assets under management, which will generally be equal to 1.00% of assets under
 Gibney’s management.

 Clients will be invoiced in arrears at the end of each calendar quarter based upon the gross average
 daily market value of the assets in the client’s account during the quarter. “Gross” refers to clients
 who utilize margin. The amount used for calculating fees will be based upon the total value of the
 client’s account, including margin. With respect to a client with multiple accounts, Gibney, in its
 sole discretion, may combine the amount of assets in more than one account in determining the fee
 to be charged to that client for services on the client’s total amount of assets. In addition, Gibney,
 in its sole discretion, may charge a different management fee based upon certain criteria (e.g.,
 anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to
 be managed, related accounts, type of services required, account composition, negotiations with
 client, etc.).

 For the initial quarter of discretionary or non-discretionary investment management services, the
 first quarter’s fees shall be calculated on a pro-rata basis. In the event of a termination of Gibney’s
 services, Gibney’s annual fee shall be prorated through the date of termination and any remaining
 balance shall be charged or refunded to the client, as appropriate, in a timely manner or in
 accordance with the terms of Gibney’s servicing agreement (if set forth therein).

 2. Financial Planning and Consulting. Unless otherwise negotiated, Gibney will charge a fixed
 fee for this service, which will range from $2,500.00 to $250,000.00 based on a budgeted number
 of advisory hours determined by the client and Gibney, depending upon the level and scope of the
 services required. If a client engages Gibney to provide investment management services, Gibney,
 in its sole discretion, may determine to offset all or any portion of its fees for its services based
 upon the amount paid for the financial planning and consulting services. In addition, Gibney, in its
 sole discretion, may charge a different financial planning and consulting fee based upon certain
 criteria (e.g., anticipated future earning capacity, anticipated future additional assets, dollar amount
 of assets to be managed, related accounts, type of services required, account composition,
 negotiations with client, etc.).

 B. Compensation for the Sale of Insurance Products and Annuities

 1. Each of Gibney’s Managing Member, Kevin Gibney, and associated person Vanessa Curran, is
 also a licensed insurance producer with several states. In such capacity, they may recommend the
 purchase of certain insurance or annuity products where they will receive a share of revenue
 derived from the sale of such insurance or annuity products. With respect to sales of equity indexed
 annuities, Mr. Gibney or Ms. Curran may receive a commission arising from the sale of such
 annuities up to 8% of the value of the annuity contract. For further discussion concerning these
 activities, see Item 10.A of this Disclosure Brochure.

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2. The activity disclosed in Item 5.B.1 above represents a conflict of interest and gives each of Mr.
Gibney and Ms. Curran an incentive to recommend the purchase of insurance or annuity products
for a client account based on the ability to receive compensation from such a purchase, rather than
based on a client’s needs. However, we believe that we have addressed this conflict by (a) requiring
Mr. Gibney and Ms. Curran to ensure that any such transaction will be on commercially reasonable
terms that are generally consistent with industry standards, and (b) neither requiring nor expecting
that a client will purchase any such insurance or annuity products from or through Mr. Gibney or
Ms. Curran. In addition, Mr. Gibney and Ms. Curran must maintain compliance with applicable
rules and regulations that govern the sale of such insurance or annuity products.

3. Clients have the option to purchase investment or annuity products that Gibney recommends
through other brokers or agents that are not affiliated with Gibney.

4. Gibney’s advisory fee is in addition to any commission Mr. Gibney or Ms. Curran may receive
and Gibney will not reduce its advisory fee to offset such commission. However, Gibney does not
charge advisory fees on the value of the insurance or annuity contract after it has been purchased
by Mr. Gibney or Ms. Curran.

C. General Information on Fees.

1. All fees and account minimums are negotiable. Gibney’s fees may be deducted from the client’s
account by the client’s account custodian or, in the alternative, may be paid directly by the client.

3. With respect to Gibney’s investment management services, the client will also incur charges
imposed directly by the custodian of the client’s account, transaction charges imposed by the
broker-dealer executing securities transactions for the client’s account, and fees and expenses
imposed directly by mutual funds held in or for the client’s account. For further discussion
concerning Gibney’s brokerage practices, please see Item 12 of this Disclosure Brochure. All fees
paid to Gibney for its services are separate and distinct from the fees and expenses charged directly
by the client’s custodian, the broker-dealer, and mutual funds. The fees and expenses imposed by
mutual funds are described in each fund’s prospectus, and will generally include a management
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Item 7: Types of Clients

                                      A. The Firm’s Clients.

The firm’s client base is comprised of individuals, high net worth individuals, pension and profit
sharing plans, trusts, estates, charitable organizations, and corporations and other businesses.

                   B. Requirements for Opening or Maintaining an Account.

1. Minimum Account Size or Annual Fee. Although Gibney does not impose a minimum account
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size or minimum annual fee for investment management services, certain Independent Managers
may impose more restrictive portfolio or account requirements and may have billing practices that
vary from those imposed or utilized by Gibney. In such instances, Gibney may alter its
corresponding account requirements and/or billing practices to accommodate those of such
Independent Managers.

For financial planning and consulting services, Gibney imposes a minimum fee of $2,500.

2. Advisory Agreement. Each client will be required to sign a servicing agreement with Gibney
that sets forth the terms and conditions of their relationship with Gibney.