Helm Capital Management LLC

Item 5: Fees and Compensation

A.
Helm Capital Management LLC (“HELM”) offers investment advisory services for a percentage of assets under
management. HELM’s standard annual advisory fee is 1.00% on the market value assets under management. The
annual fee is negotiable.

HELM, in its sole discretion, may negotiate to charge a lesser management fee based upon certain criteria (i.e.,
anticipated future earning capacity, anticipated future additional assets, dollar number of assets to be managed,
related accounts, account composition, pre-existing client, account retention, pro bono activities, etc.).

B.
Regular fees are based on the fair market value of the assets of the accounts on the last day of the prior quarter as
determined by a third party, the account Custodian. Regular fees will be withdrawn from the Client’s account during
each calendar quarter.

For clients who wish to retain HELM for consulting services, HELM charges a negotiated consulting services fee.
The consulting services fees may range from $18,750 to $30,000 per quarter and are additional, and not related to,
the client’s regular fees.

For one client, as an accommodation, HELM performs property management services and receives a negotiated fee.

C.
Clients of HELM may pay, in connection with our advisory services, fees to third parties such as custodian fees,
mutual fund expenses and transaction costs through our custodian and broker-dealer Charles Schwab. Clients are
responsible for all fee or charges that may be imposed by Custodian with respect to its services to Client or account.
Clients are also responsible for charges in connection with brokerage and any other charges. Please refer to Item 12
– Brokerage Practices for additional information.

Transactions for advisory clients may be aggregated for execution purposes under appropriate circumstances. This
practice will not ordinarily affect or otherwise increase or reduce fees, commissions or other costs charged to clients
for these transactions. Partial fill of a block security transaction may be allocated among advisory client’s accounts
randomly, pro rata based on the size of the account, or by some other equitable procedure adopted by the portfolio
manager. The trade allocation procedure may result in certain clients paying higher or lower prices for securities
than may otherwise have been obtained.

HELM may refer clients to third party managers. Helm may also have clients that have supervised assets in mutual
funds. In instances where HELM clients have supervised assets that are invested by other investment advisors, such
client can incur two management fees; One from HELM, and the other from such third-party manager. HELM
includes third party managed equity assets in its fee calculation. HELM may assist a client to a negotiated fee with a
third-party manager. Clients may go directly to many of these third-party managers for their advisory services.
However, some third-party managers may require an introducing advisor. Third party managers may execute trades
at any broker-dealer. Schwab charges a transaction fee for all securities traded away from their desk. All third party
custodial and transaction fees will be paid by the client.

D.
Fees are billed quarterly in advance. Bills for advisory fees are sent to the client and the client’s custodian. Pursuant
to client consent in the investment management agreement, the adviser submits the bill for fees directly to the
custodian who remits the amount directly to HELM. For new clients, HELM has waived up to 100% of their initial
fees in addition to the fees owed in their first billing cycle. From time to time, fees may be reduced or eliminated for
employees of the firm and their related persons and affiliates. Clients may obtain a refund of their quarterly pre-paid
fee if the advisory contract is terminated before the end of the billing period pro-rata. HELM’s investment advisory
agreement may be terminated at any time without penalty, either by the client or by Helm, upon 30 days’ notice to
the other party.

Parts 2A & 2B of Form ADV: Firm Brochure

E.
HELM does not accept compensation for the sale of securities or other investment products, including asset-based
sales charges or service fees from the sale of mutual funds.

Parts 2A & 2B of Form ADV: Firm Brochure

Item 7: Types of Clients

Helm Capital Management LLC generally provides investment advice to individuals, trusts and estates. There are no
minimum size requirements for opening or maintaining an account with Helm Capital Management LLC.

Parts 2A & 2B of Form ADV: Firm Brochure