Elm Capital Management LLC

Item 5 Fees and Compensation

Prior to having fees deducted via a qualified custodian, we will:
(a) Possess written authorization from the client to deduct advisory fees from an account held by a
qualified custodian
(b) Send the qualified custodian written notice of the amount of the fee to be deducted from the
client’s account.
(c) Send the client an itemized invoice including any formulae used to calculate the fee, the time
period covered by the fee, and the amount of assets under management on which the fee was
based.

Portfolio Management Services
Our fee for portfolio management services is based on a percentage of the assets in your account and
is set forth in the following annual fee schedule:

Annual Fee Schedule

                                Assets Under Management Annual Fee
                            Up to $1,000,000                     1.0%
                         Greater than $1,000,000              Negotiable

Our annual portfolio management fee is billed and payable, quarterly in advance, based on the
balance at end of billing period. If the portfolio management agreement is executed at any time other than
the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory
fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory
fee is negotiable, depending on individual client circumstances.
At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values may increase the asset total, which may result in your paying a reduced advisory fee
based on the available breakpoints in our fee schedule stated above.
We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when the following requirements are met:
 • You provide our firm with written authorization permitting the fees to be paid directly from your
account held by the qualified custodian.
 • We send you an invoice showing the amount of the fee, the value of the assets on which the
fee is based, the time period covered by the fee, and the specific manner in which the fee was
calculated.
 • We send a written notice to the qualified custodian of the amount of the fee to be deducted from
your account.
 • The qualified custodian agrees to send you a statement, at least quarterly, indicating all
amounts disbursed from your account including the amount of the advisory fee paid directly to
our firm.
We encourage you to reconcile our invoices with the statement(s) you receive from the qualified
custodian. If you find any inconsistent information between our invoice and the statement(s) you
receive from the qualified custodian call our main office number located on the cover page of this
brochure.
You may terminate the portfolio management agreement upon 10 days written notice. You will incur a
pro rata charge for services rendered prior to the termination of the portfolio management agreement,
which means you will incur advisory fees only in proportion to the number of days in the quarter for
which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive
a prorated refund of those fees.

Pension Consulting Services
Our advisory fees for these customized services will be negotiated with the plan sponsor or named
fiduciary on a case-by-case basis depending on the scope and complexity of the service provided.
Typically the annual fee is 1.0% (.25% quarterly) based on the assets in the plan which is billed and
payable in arrears. As stated in the Program Services Agreement, If our fees are not paid within 90

days of the invoice date, you hereby direct the Recordkeeper to deduct our fees from all participant
accounts on a pro rata basis.
You may terminate the pension consulting services agreement upon 10 days written notice to our firm.
You will incur a pro rata charge for services rendered prior to the termination of the agreement, which
means you will incur advisory fees only in proportion to the number of days in the quarter for which you
are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated
refund of those fees. Per the agreement for Pension Consulting Services, this service can be on ongoing
relationship.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each fund's prospectus) to their shareholders. These fees will generally
include a management fee and other fund expenses. You will also incur transaction charges and/or
brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by
the broker-dealer or custodian through whom your account transactions are executed. We do not
share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or
custodian. To fully understand the total cost you will incur, you should review all the fees charged by
mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices,
refer to the Brokerage Practices section of this brochure.

Compensation for the Sale of Securities or Other Investment Products
Persons providing investment advice on behalf of our firm may be licensed as independent insurance
agents. These persons will earn commission-based compensation for selling insurance products,
...

Item 7 Types of Clients
We offer investment advisory services to individuals (other than high net worth individuals), high net
worth individuals, pension and profit sharing plans (but not the plan participants) and Trusts, Estates,
Corporations.
In general, we do not require a minimum dollar amount to open and maintain an advisory account;
however, we have the right to terminate your account if it falls below a minimum size which, in our sole
opinion, is too small to manage effectively.
We may also combine account values for you and your minor children, joint accounts with your
spouse, and other types of related accounts to meet the stated minimum.