McGrath & Associates Inc

Item 5 Fees and Compensation
Portfolio Management Services

Our annual fee for portfolio management services is equal to 1% of the market value of your assets
under our management. Assets in each of your account(s) are included in the fee assessment unless
specifically identified in writing for exclusion.

Our annual portfolio management fee is billed and payable, quarterly in arrears, based on the balance
at end of billing period.

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, 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 quarter for which you are a client. Our advisory fee is
negotiable, depending on individual client circumstances.

You may terminate the portfolio management agreement upon Written notice. You will incur a pro rata
charge for services rendered prior to the termination of the portfolio management agreement, which
means you will incur advisory fees only in proportion to the number of days in the quarter for which you
are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated
refund of those fees.

All Management Fees are calculated and paid in arrears on a quarterly basis, using the aggregate
value of all accounts comprising the Account, as of the Valuation Date (as defined below) for such
billing quarter (the "Account Value"). Each billing quarter will be three (3) months in length and each
shall begin on the first day following the end of the previous billing quarter; provided, any partial billing
quarter shall be prorated based on the number of days this Agreement was in effect. Holcombe &
McGrath shall have discretion on the beginning date of the initial billing quarter, to improve efficiency
and administrative convenience.

Holcombe & McGrath will be compensated through the Management Fees, which will be calculated
based on the Account Value, Account Type, Asset-Based Fee Rate, and Hourly-Based Fee Rate (if
any) shown in the following Management Fee Table.

Except as provided below, quarterly billing periods and Account Values shall be determined by
reference to the close of period asset valuations and the reporting or statement periods of the
Custodian of the Account (the “Valuation Date”). If at any time a period for which we calculate
Management Fees is different from a Custodian’s reporting or statement period, we may adjust our
calculation period so that the Valuation Date corresponds to the custodian’s reporting or statement
period, as we shall select on a consistent basis for each Custodian.

Management Fees differ depending on whether the “Account Type” is Standard Account or Small
Account, as determined as of the Valuation Date for each billing quarter; provided, for the initial billing
quarter, the determination Account Type is made by mutual agreement between Holcombe & McGrath
and Client upon entering into this Agreement based on the good faith expected Account Value as of
the end of the initial billing quarter. A Standard Account refers to an Account whose Account Value (the
aggregate of all Accounts) meets or exceeds the Minimum Account Size as of the Valuation Date for a
billing quarter; Small Account refers to an Account whose Account Value is less than the Minimum
Account Size as of the Valuation Date for a billing quarter.

For purposes of fee billing, the “Minimum Account Size” is $500,000. Determination of whether an
Account is a Standard Account or Small Account is recalculated as of the Valuation Date for each
billing quarter, except the initial quarter, as discussed above.

Management Fees are redetermined each billing quarter based on whether the Account Type is
determined to be Standard Account or Small Account for such quarter, and if relevant, the Account
Value as of the Valuation Date; provided, for the initial billing quarter, Account Type will be based on
the mutual agreement of Holcombe & McGrath and Client.

            MANAGEMENT FEE TABLE
                      Maximum
                                   Maximum
Account     Account Asset-Based
                                  Hourly-Based
 Value        Type    Quarterly
                                    Fee Rate
                      Fee Rate
$500,000              0.250% of
            Standard
   or                  Account    Not Applicable
            Account
 Greater                Value
                      0.250% of
                       Account
Less than    Small
                     Value (up to $280 per hour
$500,000    Account
                        1.00%
                     annualized)

Clients who have agreements for Management Services executed prior to December 2016 will retain
their existing fee agreements.

When calculating Management Fees, the following shall apply:

    • For each billing quarter the Account qualifies as a Standard Account, Management Fees will be
      comprised only of Asset-Based Fees, based on the Asset-Based Quarterly Fee Rate for
      Standard Accounts shown in the Management Fee Table; and
    • For each billing quarter the Account is a Small Account, Management Fees will be comprised
      of:
          • Asset-Based Fees, based on the Asset-Based Quarterly Fee Rate for Small Accounts
             shown in the Management Fee Table; plus,
          • If an Hourly-Based Fee Rate has been provided in the Management Fee Table,
             additional Hourly-Based Fees, calculated pursuant to the Management Agreement, for
             all Services provided the Representative pursuant to this Agreement during such billing
             quarter.

Management Fees shall be calculated on the basis of the actual number of days in a billing quarter (or
part thereof) the Management Agreement is in effect. Management Fees will be due and payable
immediately following the end of the billing quarter. Management Fees are not charged on the basis of
...

Item 7 Types of Clients
Holcombe & McGrath provides portfolio management and investment advisory services to high net
worth individuals, other individuals, and ERISA qualified retirement savings plans to for-profit and non-
profit organizations.

In general, we do not require a minimum dollar amount to open and maintain an advisory account;
however, we have the right to terminate your Account if it falls below a minimum size which, in our sole
opinion, is too small to manage effectively.

We will generally impose a higher Management Fee Rate for Accounts under the Minimum Account
Size of $500,000, as described in Item 5, Fees and Compensation.