Heron Bay Capital Management LLC

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into an
agreement with the Advisor.

A. Fees for Advisory Services
Investment Management Services
Investment advisory fees are paid in arrears of each calendar quarter, pursuant to the terms of the investment
advisory agreement. Investment advisory fees are based on the market value of assets under management using an
average daily balance from the calendar quarter. Investment advisory fees are based on the following schedule:

                  Assets Under Management ($)              Annual Rate (%)
                  Up to $2,000,000                                1.00%
                  $2,000,001 to $5,000,000                        0.90%
                  $5,000,001 to $10,000,000                       0.80%
                  $10,000,001 to $20,000,000                      0.70%
                  $20,000,001 to $50,000,000                      0.60%
                  Over $50,000,000                                0.50%
                 *Clients in small cap core allocations are charged at flat rate of up to 1.50%
                 *The Advisor has a minimum annual fee of $500 per account.

The investment advisory fee in the first quarter of service is prorated from the inception date of the account[s] to the
end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into
consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by
HBCM will be independently valued by the Custodian. HBCM will conduct periodic reviews of the Custodian’s
valuations. Certain Clients may be charged pursuant to a legacy fee schedule that differs from the above.

Participant Account Management: Fees associated with the Participant Account Management will be paid quarterly,
pursuant to the terms of the agreement. These fees will range up to 1.00% annually, based on the average daily
balance of the assets under management at the end of the quarter.

B. Fee Billing
Investment Management Services
Investment advisory fees are generally calculated by the Advisor, or its delegate, and deducted from the Client’s
account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to
be deducted from the Client’s account[s] at the respective quarter end date. The amount due is calculated by
applying the quarterly rate (annual rate divided by 365 multiplied by the number of days in the quarter) to the total
assets under management with HBCM based on the average daily balance of the calendar quarter. Clients will be
provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory fee.
Clients are urged to also review and compare the statement provided by the Advisor to the brokerage statement from
the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting
advisory fees to be deducted by HBCM to be paid directly from their account[s] held by the Custodian as part of the
investment advisory agreement and separate account forms provided by the Custodian. Depending on the terms of
the engagement, the Advisor may also collect fees directly from the Client.
                                             Heron Bay Capital Management
                                   40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304
                                         Phone: (248) 970-0900 * Fax: (248) 970-0901
                                                 http://www.heronbaycap.com

Participant Account Management: Investment advisory fees are calculated by the Advisor and deducted pursuant to
the terms of the investment advisory agreement. The amount due is calculated by applying the quarterly rate
(annual rate divided by the number of days in the quarter) to the average daily balance of the assets throughout the
quarter.

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than HBCM, in connection with
investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities
execution fees charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge
securities transaction fees for ETF and equity trades in a Client's account, provided that the account meets the
terms and conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for
mutual funds and other types of investments. The fees charged by HBCM are separate and distinct from these
custody and execution fees.

In addition, all fees paid to HBCM for investment advisory services are separate and distinct from the expenses
charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in
each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds,
other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible
distribution fee. A Client may be able to invest in these products directly, without the services of HBCM, but would
not receive the services provided by HBCM which are designed, among other things, to assist the Client in
determining which products or services are most appropriate for each Client’s financial situation and objectives.
Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by HBCM to fully
understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information.

D. Advance Payment of Fees and Termination
Investment Management Services
...

Item 7 – Types of Clients

HBCM offers investment advisory services to individuals, high net worth individuals, trusts, estates, and institutions.
The amount of each type of Client is available on HBCM’s Form ADV Part 1A. These amounts may change over
time and are updated at least annually by the Advisor.

                                             Heron Bay Capital Management
                                   40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304
                                         Phone: (248) 970-0900 * Fax: (248) 970-0901
                                                 http://www.heronbaycap.com