Hudson Heritage Capital Management Inc

Fees and Compensation
   Description
      HHCM bases its fees on a percentage of assets under management, hourly
      charges, fixed fees (not including subscription fees), subscription fees, and
      commissions.
       Some Retainer Agreements may be priced based on the complexity of work,
       especially when asset management is not the most significant part of the
       relationship.
       Financial plans are priced according to the degree of complexity associated
       with the client’s situation.
       Fees are not negotiable.

   Fee Billing
       Investment management fees are billed quarterly, in arrears, meaning that we
       invoice you after the three-month billing period has ended. Payment in full is
       expected upon invoice presentation. Fees are usually deducted from a
       designated client account to facilitate billing. The client must consent in
       advance to direct debiting of their investment account.

   Other Fees
       Custodians may charge transaction fees on purchases or sales of certain
       mutual funds and exchange-traded funds. These transaction charges are
       usually small and incidental to the purchase or sale of a security. The
       selection of the security is more important than the nominal fee that the
       custodian charges to buy or sell the security.
       HHCM, in its sole discretion, may waive its minimum fee and/or charge a
       lesser investment advisory fee based upon certain criteria (e.g., historical
       relationship, type of assets, anticipated future earning capacity, anticipated
       future additional assets, dollar amounts of assets to be managed, related
       accounts, account composition, negotiations with clients, etc.).

   Expense Ratios
      Mutual funds generally charge a management fee for their services as
      investment managers. The management fee is called an expense ratio. For
      example, an expense ratio of 0.50 means that the mutual fund company
      charges 0.5% for their services. These fees are in addition to the fees paid
      by you to HHCM.
       Performance figures quoted by mutual fund companies in various publications
       are after their fees have been deducted.

                       Hudson Heritage Capital Management, Inc.

   Past Due Accounts and Termination of Agreement
       HHCM reserves the right to stop work on any account that is more than 30
       days overdue. In addition, HHCM reserves the right to terminate any financial
       planning engagement where a client has willfully concealed or has refused to
       provide pertinent information about financial situations when necessary and
       appropriate, in HHCM’s judgment, to providing proper financial advice. Any
       unused portion of fees collected in advance will be refunded within 30 days.

Types of Clients
   Description
      HHCM generally provides investment advice to individuals, and profit sharing
      plans, trusts, estates, or charitable organizations, corporations or business
      entities
       Client relationships vary in scope and length of service.

   Account Minimums
      The minimum account size is $50,000 of assets under management, which
      equates to an annual fee of $750.
       HHCM has the discretion to waive the account minimum. Accounts of less
       than $50,000 may be set up when the client and the advisor anticipate the
       client will add additional funds to the accounts bringing the total to $50,000
       within a reasonable time. Other exceptions will apply to employees of HHCM
       and their relatives, or relatives of existing clients.
       Clients with assets below the minimum account size may pay a higher
       percentage rate on their annual fees than the fees paid by clients with greater
       assets under management.

                       Hudson Heritage Capital Management, Inc.

Methods of Analysis, Investment Strategies and Risk of Loss