McKinney Capital Management LLC

Item 5 - Fees and Compensation

MCM charges fees based on a percentage of assets under management. The specific fees charged by MCM
for services provided will be set forth in each client’s agreement.

     A. Investment Management Services Fees

In providing investment management MCM charges an annual investment management services fee
(payable monthly) that is agreed upon with each client and set forth in an agreement executed by MCM and
the client. The monthly investment management services fee shall be paid based on the closing value of
the accounts as of the last day of the previous month. For the initial month, the investment management
services fee will be paid on a pro rata basis. The closing value, or value of the client’s account, as of the
last day of the previous month, is determined utilizing information provided by third-party sources, such as

McKinney Capital Management                                                  Disclosure Brochure

pricing services, custodians, fund administrators, and client-provided sources. For purposes of fee
calculation, the asset value of client accounts include cash and cash equivalents, as well as margined
securities. MCM does not reduce management fees for margin borrowing, regardless of whether the assets
are in cash or other securities. MCM has a financial incentive to recommend that clients borrow money for
the purchase of additional securities for the client’s account managed by MCM or otherwise not liquidate
some or all the assets MCM manages. MCM addresses this conflict of interest by this disclosure and
working to ensure that any recommendation to a client regarding the use of margin is suitable for the client.

The annual investment management services fee ranges up to 1.50%.

Notwithstanding the foregoing, MCM and the client may choose to negotiate an annual investment
management services fee that varies from the range set forth above. Factors upon which a different
annual investment management services fee may be based include, but are not limited to, the size and
nature of the relationship, the services rendered, the nature and complexity of the products and
investments involved, time commitments, and travel requirements. The investment management services
fee charged by the Firm will apply to all of the client’s assets under management, unless specifically
excluded in the client agreement. Although MCM believes that its fees are competitive, clients should
understand that lower fees for comparable services may be available from other sources and firms.

The investment management services agreement between MCM and the client may be terminated at will
by either MCM or the client upon written notice. MCM does not impose termination fees when the client
terminates the investment management services relationship, except when agreed upon in advance.

     B. Payment of Fees

MCM generally deducts its investment management services fee from a client’s investment account(s) held
at his/her custodian. Upon engaging MCM to manage such account(s), a client grants MCM this limited
authority through a written instruction to the custodian of his/her account(s). The client is responsible for
verifying the accuracy of the calculation of the investment management services fee; the custodian will not
determine whether the fee is accurate or properly calculated.

Although clients generally are required to have their investment management services fees deducted from
their accounts, in some cases, MCM will directly bill a client for investment management services fees if it
determines that such billing arrangement is appropriate given the circumstances.

The custodian of the client’s accounts provides each client with a statement, at least quarterly, indicating
separate line items for all amounts disbursed from the client's account(s), including any fees paid directly
to MCM.

Clients may make additions to and withdrawals from their account at any time, subject to MCM’s right to
terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to
liquidate transferred securities or decline to accept particular securities into a client’s account. Clients may
withdraw account assets at any time on notice to MCM, subject to the usual and customary securities
settlement procedures. However, the Firm generally designs its portfolios as long-term investments and the
withdrawal of assets may impair the achievement of a client’s investment objectives. MCM may consult
with its clients about the options and implications of transferring securities. Clients are advised that when

McKinney Capital Management                                                 Disclosure Brochure

transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees,
fees assessed at the mutual fund level (e.g. contingent deferred sales charges) and/or tax ramifications.

     C. Clients Responsible for Fees Charged by Financial Institutions and External Money
        Managers

In connection with MCM’s management of an account, a client will incur fees and/or expenses separate
from and in addition to MCM’s investment management services fee. These additional fees may include
transaction charges and the fees/expenses charged by any custodian, subadvisor, mutual fund, ETF, separate
account manager (and the manager’s platform manager, if any), limited partnership, or other advisor,
transfer taxes, odd lot differentials, exchange fees, interest charges, ADR processing fees, and any charges,
taxes or other fees mandated by any federal, state or other applicable law, retirement plan account fees
(where applicable), margin interest, brokerage commissions, mark-ups or mark-downs and other
transaction-related costs, electronic fund and wire fees, and any other fees that reasonably may be borne by
a brokerage account. For External Managers, clients should review each manager’s Form ADV 2A
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Item 7 - Types of Clients

MCM offers investment management services to individuals, high net worth individuals, and entities,
including, but not limited to, family offices, trusts, estates, private foundations and nonprofit charitable
organizations. MCM does not impose a minimum portfolio size or a minimum initial investment to open
an account. However, MCM does reserve the right to accept or decline a potential client for any reason in
its sole discretion.