Mark Gillam Enterprises

Item 5: Fees and Compensation

      In addition to traditional investment advisory management services described in Item 4,
      MGE may be retained as a business manager and investment adviser by high income
      earning individuals whose occupations require their full-time commitment to their
      profession throughout a defined sports season for their services. Clients in this category
      do not pay MGE via assets under management, rather they pay a percentage of his/her
      employment contract. MGE customarily charges an annual percentage of 2% of the gross
      amount paid to this category of clients pursuant to the contract between the client and
      his/her employer. This fee is typically paid in arrears in two installments due June 30th for
      the first six months of the contract term and December 31st for the second six months of
      the contract term. However, MGE, at its discretion, may delay these due dates. Fees are
      generally not negotiated but on occasion, under exceptional circumstances, MGE reserves
      the right to reduce the fee. In the event a client in this category determines to cancel
      his/her contract with MGE prior to the end of the calendar year, the fee will be prorated
      based on the number of months prior to cancellation and fee will be due and payable to
      MGE within thirty (30) days following termination date. These clients have the option (but
      not obligation) to prepay fees at their election.

A. Fee Schedule

      Asset-Based Fees for Portfolio Management
      These fees are generally negotiable, at MGE’s sole discretion, and the final fee schedule
      can be found within the investment advisory agreement executed between the client and
      MGE and will not exceed 2% of assets under management. MGE advisory services offered
      are similar to those offered its seasonal high income earning clients, however the
      compensation structure is treated differently and as described within each contract type.
      All MGE contracts are negotiated on a case by case basis, taking into account the amount
      of assets to be managed and other services to be provided by MGE.

“Termination Notice” - Clients or MGE may terminate the Investment Advisory Contract
with thirty (30) days written notice (“Termination Notice”). Termination Notice is defined as
written notice received by MGE or delivered by MGE. Any account closed and moved away
from MGE’s registered investment advisor custodian, Schwab, without prior written notice
to MGE, shall also constitute Termination Notice. Final invoices will be provided to a
terminated client within fifteen (15) days following a Termination Notice reflecting a pro-
rated final payment due and payable to MGE. Final payment to MGE must be paid within
thirty (30) days following Termination Notice and Client may request final payment to be
debited from their account.

MGE uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.

Selection of Other Advisers Fees
MGE will be compensated in the same manner via the fee schedule found in the executed
investment advisory agreement between client and MGE. Third-party advisers may be
selected through the Schwab Select/Access platform. Fees charged by Schwab and the
Third-Party advisors shall range from 0.35%-0.45% on an annualized basis for Fixed
Income and Index Based strategies and 0.70%-0.75% for Equity Based strategies. These
fees may be debited separately from the MGE advisory fee. The fees shared will not
exceed any limit imposed by any regulatory agency. MGE’s fees for accounts managed by
Third-Party advisors will not exceed 1.25%.

MGE uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.
These fees are negotiable.

Pension Consulting Services Fees

Asset-Based Fees for Pension Consulting
These fees are generally negotiable and not to exceed 2%. The final fee schedule will be
located in the client’s executed Investment Advisory Contract.

Please refer to “Termination Notice” on page 4.

MGE uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.

Flat Rate Fee for Portfolio Management
MGE advisory services offered are similar to those offered in the seasonal high income
earning client contracts, however the compensation structure is treated differently and as

      described within each contract type. All MGE contracts are negotiated on a case by case
      basis, taking into account the amount of assets to be managed and other services to be
      provided by MGE.

      Fees under the Flat Rate Contract will typically be due in two installments in arrears on
      June 30th and December 31st of each year of the contract term, however at MGE’s
      discretion, these due dates may be delayed.

      Flat Rate Fee for Portfolio Management of Outside (Non-Schwab) Accounts
      Clients may elect to have MGE manage assets held outside of Schwab. The fee charged
      for assets managed by MGE of any outside account (i.e. employer sponsored retirement
      plan) will be defined in the client’s contract or by contract amendment signed by both
      client and MGE. Fee arrangement will be calculated in the form of a flat fee (separate from
      any previous or simultaneous AUM arrangement pertaining to Schwab assets) based on a
      percentage of the outside account’s value(s) as of December 31 of the preceding year (or
...

Item 7: Types of Clients

MGE generally provides advisory services to the following types of clients:
  -   Individuals
  -   High-Net-Worth Individuals
  -   Pension and Profit Sharing Plans
   -   Charitable Organizations

Minimum Account Size for Portfolio Management
There is an account minimum of $250,000, which may be waived by MGE in its discretion.