HM Capital Management LLC

FEES & COMPENSATION
                                                                   Pension Consulting Service Fees

                                                                   Generally, the annual fixed fee for our pension consulting
General Advisory Service Fee Information
                                                                   services ranges from $12,500 to $150,000 per year and
We provide investment management services via a written            are paid quarterly in advance of the service. From time to
agreement (such as Advisory Agreements for individual              time HMCM will be retained for special projects and those
accounts or consulting agreements for pension or Fund              fees will vary based on the size and scope of the project.
accounts), and together with other types of client
                                                                   Our fees may be negotiated based on a variety of factors,
agreements, are referred to as “Management
                                                                   including:
Agreements”) only. Other than as described below for one
private fund we manage (the “Private Fund”), we charge               ● The size of the Plan (assets and participants)
fixed fees or a percentage of asset fees, depending on the
                                                                     ● The level of participant educational needs
type of client and service provided (as described above).
                                                                     ● The services selected
Either the client or HMCM may terminate a Management
Agreement without penalty by providing written notice to             ● Travel and other associated costs, if any
the other party. The termination becomes effective when
                                                                     ● Enrollment services
received by the other party. When the client terminates,
services that are being provided under the Management                ● The number of mutual funds to be evaluated, reviewed
Agreement, will be completed through the date of                       and monitored
termination as noted in the letter received from the client.
                                                                     ● The complexity of the Plan
Most advisory fees are charged in advance at the start of
either the calendar quarter or month. For new accounts,            Family Advisory and Wealth Management Services Fees
HMCM will pro-rate its advisory fees for Management                Generally, HMCM charges a flat annual fee for our Family
Agreements executed during any calendar quarter (you               Advisory and Wealth Management Services.             Our
will be charged for the balance of days in the quarter). If        minimum annual fees begin at $15,500 and are subject to
the Management Agreement is entered into within 30 days            increase by 3.00% annually. In addition, some clients are

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charged based on assets under management with fees                  (100 basis points) to 1.50% (150 basis points). Other than
ranging from 0.50% (50 basis points) to 2.00% (200 basis            as described below respecting the Private Fund, we do not
points). We negotiate fees on a client-by-client basis and          receive any performance fees or allocations for Fund asset
from time to time, we may make exceptions related to our            management services, but may determine to do so.
minimum fee. The exact fee will be stipulated within your
                                                                    Other Fees
advisory agreement with us (“Advisory Agreement”) and
applies on all of the assets within the portfolios or               The fees described above are separate and distinct from
household as defined in the Advisory Agreement. Annual              the fees and expenses incurred by clients as shareholders
advisory fees are calculated and charged quarterly, in              of mutual funds, exchange-traded funds (“ETFs”), and
advance of the service. We may impose a minimum                     external separately managed accounts (portfolio
account size, minimum household size, or a minimum                  managers). In the case of mutual funds, these fees and
annual fee.                                                         expenses are described in each fund’s prospectus and
                                                                    generally include a management fee, other fund expenses,
Factors we consider when determining fees include:
                                                                    and a possible distribution fee. If the fund also imposes
  ● The size of the portfolio / assets under management             sales charges, a client may pay an initial or deferred sales
                                                                    charge. Accordingly, the client should review the fees
  ● The complexity of your needs
                                                                    charged by any funds or ETFs in the account, us and other
  ● The types of securities to be purchased, sold or held in        providers such as TD Ameritrade to fully understand the
    the portfolio                                                   total amount of fees to be paid and to thereby evaluate the
                                                                    advisory services being provided. Clients will also incur
  ● The custodian used to hold your assets                          brokerage and other transactional fees incurred with their
  ● The extent of your assets, if any, which we do not              account.     See “Brokerage Practices” below for a
    manage                                                          discussion of those charges.
...

TYPES OF CLIENTS
points) of the Fund’s assets. In addition, HMCM serves as           _______________________________________
both the general partner and the investment consultant to           We provide our services to high net-worth individuals,
the Private Fund, for which HMCM receives consulting and            Plans and Funds. To engage our services, individual
management fees, as well as a performance allocation of             accounts generally must meet a minimum annual fee of
the Private Fund’s new profits.                                     $15,500, though we will open smaller accounts as
Fund Asset Management Fees                                          circumstances warrant. To engage our services, Plans
                                                                    and Funds generally must meet a minimum annual fee of
Our annual fees for Fund asset management services are              $15,500, though we will open smaller accounts as
negotiated on a case-by-case basis, are based on the                circumstances warrant.
Fund assets which we manage, and range from 1.00%
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METHODS OF ANALYSIS, INVESTMENT STRATEGIES &                         ●   Although we, as a general business practice, do not
RISK OF LOSS                                                             utilize short-term trading, there may be instances in
                                                                         which short-term trading may be necessary or an
_______________________________________                                  appropriate strategy. There is an inherent risk for
Types of Securities                                                      clients who trade frequently in that high-frequency
                                                                         trading creates substantial transaction costs that in the
We provide investment advice on securities and other                     aggregate      could    negatively    impact    account
assets held by any client. Those securities and assets                   performance.
may include listed and over-the-counter equity securities,
securities issued by foreign issuers, warrants to purchase           ●   We generally do not engage in short selling but
securities, corporate debt securities, commercial paper,                 reserve the right to do so. Short selling involves the
certificates of deposit, municipal securities, mutual funds,             sale of a security that is borrowed rather than owned.
securities issued by the U.S. government and its agencies,               When a short sale is effected, the investor is expecting
ETFs, and securities issued by unregistered pooled                       the price of the security to decline in value so that a
investment vehicles.                                                     purchase or closeout of the short sale can be effected
                                                                         at a significantly lower price. The primary risks of
Types of Analysis Employed & Information Utilized                        effecting short sales is the availability to borrow the
In providing advice to clients about investments, our                    stock, the unlimited potential for loss, and the
personnel employ securities analysis methods including                   requirement to fund any difference between the short
charting, fundamental and technical analysis.          Our               credit balance and the market value of the security.
personnel principally rely on industry and financial media,          ●   Options are assets that expire (usually within nine
third party research, corporate rating agencies, reports                 months of issuance), and as a result can expose the
filed by issuers with the SEC, and issuers’ public                       investor to significant loss. Covered options may
communications.                                                          involve a degree of trading velocity, transaction costs
Types of Strategies Employed                                             and significant losses if the underlying security has
                                                                         volatile price movement.
Depending on the type of client and level of service
provided, we may employ the following strategies to                  With regard to the types of securities we may provide
manage client assets:                                                advice on, clients should understand that different types of
                                                                     securities involve risks that include—
Long term purchases—Where a security is held by the
account at least one year                                            ●   Investing in individual companies involves inherent
                                                                         risk. The major risks relate to the company’s
Short term purchases—Where securities are sold within                    capitalization, quality of the company’s management,
one year                                                                 quality and cost of the company’s services, the
Higher frequency trading—Where account securities are                    company’s ability to manage costs, efficiencies in the
sold within 30 days                                                      manufacturing      or     service     delivery  process,
                                                                         management of litigation risk, and the company’s
Short sales—Where the client’s account borrows a                         ability to create shareholder value (i.e., increase the
security and sells it with the intention to later buy back the           value of the company’s stock price). Foreign
...