The Palmer Knight Company

FEES & COMPENSATION

     Portfolio Management

     Portfolio management is provided on an asset-based fee7 arrangement. The management fee
     will be calculated based on the average daily balance8 of your account(s) for each day in the
     previous calendar quarter your account was managed multiplied by one-fourth (e.g., 1.50% ÷
     4 = 0.375%) of the corresponding annual percentage rate.

     We retain discretion to negotiate the management fee for each tier on a client-by-client
     basis depending on the size and complexity of the portfolio managed. In addition, as your
     portfolio value exceeds each tier level, either through additional deposits or asset growth, a
     fee break will occur. The tier breaks are as follows:

                                                                                                                    Annual Fee
                                   Account Value
                                                                                                                       Rate
                                   $0 to $1,000,000 .......................................                           1.50%
                                   $1,000,001 to $6,000,000 .............................                             1.00%
                                   Over $6,000,000 ........................................                           0.75%

     We generally require a minimum initial investment of $500,000 to open a managed account;
     however, we retain the right to waive or reduce this minimum if we choose to do so.

     Protocols for Portfolio Management

     The following protocols establish how we handle our portfolio management accounts and what
     you should expect when it comes to: (i) managing your account; (ii) your bill for investment
     services; (iii) deposits and withdrawals; and, (iv) other fees charged to your account(s).

         Discretion

         We will establish discretionary trading authority on all management accounts to execute
         securities transactions at any time without your prior consent or advice.

         At any time however, you may impose restrictions, in writing, on our discretionary authority
         (i.e., limit the types/amounts of particular securities purchased for your account, exclude
         the ability to purchase securities with an inverse relationship to the market, limit our use of
         leverage, etc.)

         Billing

         Your account will be billed quarterly in arrears based on the above fee arrangements. For
         new managed accounts opened in mid-quarter, our fee will be based on a pro-rated
         calculation of your assets managed for the calendar-quarter just completed.

     7   An asset-based fee is a percentage fee charged based on your assets under management for our professional time giving continuous advice, managing
         investment strategies, and suggesting investment options. We receive no other compensation for this advisory service unless first disclosed to you.
     8   The average daily balance is calculated first by determining the maximum number of days from which to retrieve prices and then accumulates the values of
         your account on each day of the calendar quarter. This accumulation is then divided by either the total number of days the account balance was not zero
         or the total number of days in the quarter your account was managed.

Form ADV: Part 2A                                                                                                                         The Palmer Knight Company
© eAdvisor Compliance, Inc. – Disclosure Brochure Design Layout. www.eAdvisorCompliance.com

                                                                                                 DISCLOSURE BROCHURE

         Advisory fees will be deducted first from any money market funds or cash balances. If such
         assets are insufficient to satisfy payment of such fees, a portion of the account assets will be
         liquidated to cover the fees.

         Management Fee Exclusions

             Custodial Fees
             The above fees for our portfolio management are exclusive of any charges imposed by
             the custodial firm(s) who has custody of your account; including, but not limited to: (i)
             any Exchange/SEC fees; (ii) certain transfer taxes; (iii) service or account charges, such as,
             postage/handling fees, electronic fund and wire transfer fees, auction fees, debit
             balances, margin interest, certain odd-lot differentials and mutual fund short-term
             redemption fees; and (iv) brokerage and execution costs associated with securities held in
             your managed account. There can also be other fees charged to your account that are
             unaffiliated with our management services.

             Investment Company Fees
             All fees paid to us for portfolio management services are separate from any fees and
             expenses charged on mutual fund shares by the investment company or by the
             investment advisor managing the mutual fund portfolios. These expenses, which we do not
             share in, generally include management fees and various fund expenses, such as 12b-1
             fees. Redemption fees, account fees, purchase fees, contingent deferred sales charges and
             other sales load charges may occur but are the exception within managed accounts at
             institutional custodians. A complete explanation of these expenses charged by the mutual
             funds is contained in each mutual fund’s prospectus. You are encouraged to carefully read
             the fund prospectus.

         For more information on the custodial firms, we recommend to custody your portfolio
         accounts, see Item 12, “Brokerage Practices”.

     Termination of Portfolio Management Services
...

TYPES OF CLIENTS

     The types of clients we offer advisory services to are described above under “Who We Are” in
     the Item 4, the “Advisory Business” section. Our minimum account size for portfolio
     management is disclosed above under “Portfolio Management” in Item 5 above in the, “Fees &
     Compensation” section of this Brochure.