Key Capital Management Inc

Item 5 Fees and Compensation

Please note that fees for our services may be higher than fees charged by other financial professionals
offering similar services.

Portfolio Management Services
Portfolio management fees are individually negotiated with each client and are generally up to 2% of
the market value of assets in the account calculated annually. Factors considered in determining the
fees charged generally include but are not limited to: the complexity of the client's portfolio; assets to
be placed under management; anticipated future assets; related accounts; portfolio style; account
composition; or other special circumstances or requirements. The specific fee schedule will be
identified in the advisory agreement between the client and us.

Portfolio management fees are generally payable monthly, in arrears, based on the value of the last
day of the period. If the portfolio management agreement is executed at any time other than the first
day of a calendar month, our fees will apply on a pro rata basis, which means that the advisory fee is
payable in proportion to the number of days in the month for which you are a client. We will deduct our
fee directly from your account through the qualified custodian holding your funds and securities. We

will deduct our advisory fee only when you have given our firm written authorization permitting the fees
to be paid directly from your account. Further, our qualified custodian will deliver an account statement
to you at least quarterly. These account statements will show all disbursements from your account.
You should review all statements for accuracy.

Either we or the client may terminate their investment advisory agreement at any time, subject to
written notification requirements in the investment advisory agreement. In the event of termination, the
client will receive a bill for all advisory services during the period up to and including the date of
termination. The bill will be based on the daily rate, which is calculated by dividing the annual rate by
365/366, times the number of days in the period. This bill will be due on the date of termination. Assets
in each of your account(s) are included in the fee assessment unless specifically identified in writing
for exclusion.

At our discretion, we may, and customarily do, combine the account values of family members living in
the same household to determine the applicable advisory fee.

Wrap Program Fees
Fees for clients participating in the Wrap Program are charged in accordance with the annual fees
described above. With respect to clients participating in the Wrap Program, we generally receive the
total fee charged less the amounts paid by us for all transaction and execution expenses. Please
see the Wrap Program Brochure (Appendix 1) for further details on the Wrap Program fees.

Portfolio Management with Sub-Advisors
When appropriate and in the best interest of the individual clients, KCMI can also utilize the services of a
sub-adviser to manage clients’ investment portfolios. When clients have a portion of their assets
managed by a Sub-Adviser, the total advisory fee (KCMI’s fee plus Sub-Adviser(s)’ fees) shall generally
not exceed 2.30% of the client’s total assets on an annual basis. However, some Sub-Adviser fees are
charged separately from KCMI’s fee, while others are covered within the adviser fees charged by KCMI.
The fees paid by clients to sub-advisers will never be more than .3% (30 basis points) and will be
deducted from the assets under management with the sub-advisor. Details on the fees being charged,
can be found in the clients most recent Investment Advisory Agreement.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each fund's prospectus) to their shareholders. These fees will generally
include a management fee and other fund expenses. You will also incur transaction charges and/or
brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by
the broker-dealer or custodian through whom your account transactions are executed. We do not
share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or
custodian. To fully understand the total cost you will incur, you should review all the fees charged by
mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices,
refer to the Brokerage Practices section of this brochure.

Compensation for the Sale of Securities or Other Investment Products
Employees of KCMI are not registered representatives of any broker dealer. Our firm does not receive
12b-1 fees in connection with mutual funds purchased or held for advisory client accounts. You are
under no obligation, contractual or otherwise, to purchase or hold securities products through our firm
or any affiliate. Persons providing investment advice on behalf of our firm are licensed as independent
insurance agents. These persons will earn commission-based compensation for selling insurance

products, including insurance products they sell to you. Insurance commissions earned by these
persons are separate and in addition to our advisory fees. This practice presents a conflict of interest
because persons providing investment advice on behalf of our firm who are insurance agents have an
incentive to recommend insurance products to you for the purpose of generating commissions rather
than solely based on your needs. You are under no obligation, contractual or otherwise, to purchase
insurance products through any person affiliated with our firm.

Rollover Recommendations
As part of our investment advisory services to you, we may recommend that you withdraw the assets
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Item 7 Types of Clients
We offer investment advisory services to the following types of clients:

    • Individuals;
    • High Net Worth Individuals

In general, there is a minimum dollar amount of $50,000 to open and maintain an advisory account;
however, we have the right to waive the account minimum based on the client and the complexity of the
situation.

We may also combine account values for you and your minor children, joint accounts with your
spouse, and other types of related accounts to meet the stated minimum.