Hurley Capital LLC

Item 5           Fees and Compensation

   A.
                                 INVESTMENT MANAGEMENT SERVICES
         The Registrant’s non-negotiable annual investment management fee is generally equal to
         1.5% of the market value of assets under management.

         The Registrant generally imposes a minimum portfolio size of $250,000 for investment
         management services. Registrant, in its sole discretion, may charge a lesser investment
         management fee and/or reduce or waive its minimum portfolio size based upon certain
         criteria (e.g., anticipated future earning capacity, anticipated future additional assets, dollar
         amount of assets to be managed, related accounts, account composition, negotiations with
         client, etc.). Registrant only accepts clients with less than the minimum portfolio size if, in
         the sole opinion of Registrant, the smaller portfolio size will not cause a substantial increase
         of investment risk beyond the client’s identified risk tolerance. Upon request, or in the
         Registrant’s sole discretion, it may aggregate the portfolios of family members to meet the
         minimum portfolio size.

         Clients may make additions to and withdrawals from their account at any time, subject to
         Registrant’s right to terminate an account. To the extent there are inflows in excess of
         $50,000 during a billing quarter, the Registrant will calculate a pro-rated credit to be
         applied to the Client’s quarterly fee.

    Clients may withdraw account assets on notice to Registrant, subject to the usual and
    customary securities settlement procedures. However, Registrant designs its portfolios as
    long-term investments and the withdrawal of assets may impair the achievement of a
    client’s investment objectives.

    The Registrant believes that its annual investment management fee is reasonable in relation
    to: (1) the advisory services provided; and (2) the fees charged by other investment advisers
    offering similar services. However, Registrant’s annual investment advisory fee may be
    higher than that charged by other investment advisers offering similar services.

    LIMITED FINANCIAL PLANNING AND NON-INVESTMENT CONSULTING SERVICES
    Registrant may provide financial consultation and consulting services to its investment
    management clients on investment and non-investment related matters. Registrant’s fees
    are negotiable, but generally range from $2,500.00 to $75,000.00 per year on a fixed fee
    basis, depending upon the level and scope of the service(s) required and the professional(s)
    rendering the service(s). In some instances, the Registrant may allow Investment
    Management Services clients to apply some of the Consulting Services fees towards their
    Investment Management Services fees as an offset.

B. The Registrant will deduct fees or bill clients quarterly in arrears, based upon the market
   value of the assets on the last day of the previous quarter, including any accrued interest.
   We prorate our fees with respect to all additions to a client’s account. However, because
   we calculate our fees in arrears and it is to the client’s benefit, we make no adjustments for
   withdrawals.

    Clients may elect to have the Registrant’s fees deducted from their custodial account. Both
    Registrant’s Investment Management Agreement and the custodial/clearing agreement
    may authorize the custodian to debit the account for the amount of the Registrant’s fees
    and to directly remit that fee to the Registrant in compliance with regulatory procedures.
    In the limited event that the Registrant bills the client directly, payment is due upon receipt
    of the Registrant’s invoice.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant will generally recommend that Charles Schwab and
   Co., Inc., an SEC registered, FINRA and SIPC member broker-dealer (“CS&Co.”) and/or
   Fidelity Investments (“Fidelity”), a member NYSE and SIPC, serve as the broker-dealer
   and custodian for client’s accounts. Broker-dealers such as CS&Co. and/or Fidelity charge
   commissions and transaction fees for effecting certain securities. Clients will also incur
   fees and expenses of owning investments. Specifically, shareholders of mutual funds and
   ETFs indirectly pay fees and expenses associated with their ownership of these securities,
   which include management fees.

    Transactions may be effected through broker-dealers other than the account custodian, and
    clients generally will incur both the fee (commission, mark-up/mark-down) charged by the
    executing broker-dealer and a separate “tradeaway” or prime broker fee charged by the
    account custodian (typically, CS&Co. and/or Fidelity).

D. The Investment Management Agreement may be terminated by either party by written
   notice to the other. Upon termination of the Investment Management Agreement, the

         Registrant will debit the account or bill the client for the prorated portion of the unpaid
         advisory fee based upon the number of days that services were provided during the billing
         quarter.

   E. Neither Registrant, nor its representatives, accepts compensation from the sale of securities.
      Clients and prospective clients should review Item 10 below for information regarding its
      representatives’ services as licensed insurance agents.

Item 7           Types of Clients

         The Registrant’s clients currently include individuals, high net worth individuals, trusts,
         estates and charitable organizations. Clients and prospective clients should review Item 5
         for information about minimum account requirements.