Nadler Financial Group Inc

Item 5         Fees and Compensation

A. INVESTMENT MANAGEMENT AND ADVISORY SERVICES
   The client can engage the Registrant to provide active discretionary investment management

services or retirement plan consulting services on a negotiable fee basis. The Registrant’s
annual investment advisory fee shall generally be based upon a percentage (%) of the market
value and type of assets placed under the Registrant’s management (between negotiable
and 1.0%).

Registrant has three separate investment management/advisory fee schedules indicated below.
One is for non-Program discretionary investment management, another for Focused Investment
Objective Program participants, and a separate fee schedule for Retirement Plan Consulting
Services:

1. Discretionary Investment Management Fee Schedule

 Assets Under Management                     Annual Fee
 First $1,000,000                              1.0%
 Amounts between $1-2 million                  .85%
 Amounts between $2-5 million                  .70%
 Amounts above $5,000,000                      .50%

Please Note: Clients who maintain less than $750,000 of assets under management may be
subject to a $7,500 annual minimum fee to participate in this managed account program.
Therefore, those clients will pay a higher percentage annual fee than the percentage fee
referenced in the above fee schedule. The ADVISER generally requires an annual minimum
fee of $7,500, however, the ADVISER shall never charge the CLIENT more than 3% of their
total account value.
2. Focused Investment Objective Program Fee Schedule

 Assets Under Management                  Annual Fee
 First $1,000,000                           .85%
 Amounts between $1-1.5 million             .75%
 Amounts above $1,500,000                 Negotiable

Please Note: Clients who maintain less than $235,300 of assets under management are subject
to a $2,000 annual minimum fee. Therefore, those clients will pay a higher percentage annual
fee than the percentage fee referenced in the above fee schedule.

3. Legacy Client Fee Schedule

 Assets Under Management                  Annual Fee
 First $1,000,000                           1.0%
 Amounts between $1M - $2M                  .75%
 Amounts above $2,000,000                   .50%

Please Note: This fee schedule is generally not offered to new clients. This fee schedule was
offered historically to certain long-term legacy clients of the firm. To the extent that these
clients have maintained their investment advisory relationship with the Registrant, they have
been grandfathered to remain on this fee schedule. In certain cases, legacy clients may have
negotiated a lower fee schedule than the ranges set forth in this Legacy Client Fee Schedule.

   Please also note, Registrant includes the value of certain month or quarter end interest or
   dividend payments when calculating client fees. Because these payments may be credited to
   the appropriate account subsequent to the issuance of the applicable brokerage statement, the
   market value reflected on the client brokerage statement may differ slightly from the value
   used in Registrant’s fee billing process.

   Fee Dispersion: The Registrant’s investment advisory fee schedules are negotiable at
   Registrant’s discretion, depending upon objective and subjective factors including but not
   limited to: the amount of assets to be managed; portfolio composition; the scope and
   complexity of the engagement; the anticipated number of meetings and servicing needs; related
   accounts; future earning capacity; anticipated future additional assets; the professional(s)
   rendering the service(s); prior relationships with the Registrant and/or its representatives, and
   negotiations with the client. Certain legacy clients may have accepted different pre-existing
   service offerings from Registrant and may therefore receive services under different fee
   schedules than as set forth above. As a result of these factors, similarly situated clients could
   pay different fees, the services to be provided by the Registrant to any particular client could
   be available from other advisers at lower fees, and certain clients may have fees different than
   those specifically set forth above. The Registrant’s Chief Compliance Officer, Michael A.
   Nadler, remains available to address any questions that a client or prospective client may
   have regarding the above fee determination.

   4. Retirement Plan Consulting Services
   The Registrant also provides non-discretionary retirement plan consulting services according
   to the terms and conditions of a Retirement Plan Services Agreement between the Registrant
   and the plan sponsor. The Registrant’s annual fee for these services is negotiable but will
   generally not exceed 0.75%. Registrant’s retirement plan consulting fees may vary based on
   benchmark data reflecting industry norms for similar sized plans receiving similar services.

B. Clients are generally required to have the Registrant’s advisory fees deducted from their
   custodial account. The applicable form of client agreement and the custodial/clearing
   agreement may authorize the custodian to debit the account for the amount of the Registrant’s
   investment advisory fee and to directly remit that management fee to the Registrant in
   compliance with regulatory procedures. In the limited event that the Registrant bills the client
   directly, payment is due upon receipt of the Registrant’s invoice. The Registrant shall deduct
   fees and/or bill clients quarterly in arrears, based upon the market value of the assets on the
   last business day of the previous quarter. Fees will be prorated in connection with additions
   (i.e., contributions) and withdrawals that do not occur on the first day of the quarter.

   With respect to certain non-discretionary retirement plans, the Registrant may be required by
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Item 7          Types of Clients

   The Registrant’s clients shall generally include individuals, high net worth individuals, pension
   and profit sharing plans, charitable organizations, and other business entities. The Registrant,
   in its sole discretion, may charge a lesser investment management fee and/or reduce or waive
   its aggregate account minimum based upon certain criteria (i.e. anticipated future earning
   capacity, anticipated future additional assets, dollar amount of assets to be managed, related
   accounts, account composition, negotiations with client, etc.). Please Note: Focused
   Investment Objective Program clients who are subject to a $2,000 annual minimum fee, will
   pay a higher percentage fee than referenced in the above fee schedule. Clients participating in
   our Discretionary Investment Management program are subject to a $7,500 minimum annual
   fee. There is no minimum fee for clients under Registrant’s Retirement Plan Consulting
   Services.