Miramar Capital LLC

ITEM 5 - FEES AND COMPENSATION
Investment Management Fees and Compensation
Our Firm charges a fee as compensation for providing Investment Management services
on your account. These services include advisory services, trade entry, investment
supervision, and other account-maintenance activities. For non-wrap accounts, our
custodian may charge transaction costs, custodial fees, redemption fees, retirement plan
and administrative fees or commissions. The client will pay these fees. See Additional Fees
and Expenses below for additional details.

The fees for investment management are based on an annual percentage of assets under
management and are applied to the household asset value on a pro-rata basis and billed
quarterly in advance. The quarterly fee will be calculated on the quarter end balance of
the account. The market value will be determined as reported by the Custodian. Fees are
assessed on all assets under management, including securities, cash and money market
balances. Margin account balances are not included in the fee billing.

Listed below is our standard fee schedule for managed accounts. We may negotiate fees.

   Equity/Balanced Accounts/Fixed

     •    1.40% per annum for accounts less than $1,000,000.

     •    1.25% per annum for accounts $1,000,001 - $4,000,000;

     •    1.00% per annum for accounts $4,000,001 - $7,000,000;

     •    0.8% per annum for accounts $7,000,001-$10,000,000

     •    negotiated for accounts over 10,000,000

The specific advisory fees are set forth in your Investment Management Agreement. Fees
may vary based on the size of the account, complexity of the portfolio, extent of activity in

ADV Part 2A – Firm Brochure                    Page 8 of 23                    Miramar Capital LLC

the account or other reasons agreed upon by us and you as the client. In certain
circumstances, our fees and the timing of the fee payments may be negotiated. Our
employees and their family related accounts are charged a reduced fee for our services.

Unless otherwise instructed by the Client, we will aggregate related client accounts for the
purposes of determining the account size and annualized fee. The common practice is
often referred to as “house-holding” portfolios for fee purposes and may result in lower
fees than if fees were calculated on portfolios separately. Our method of house-holding
accounts for fee purposes looks at the overall family dynamic and relationship. When
applicable and noted in Appendix A of the Investment Management Agreement, legacy
positions will also be excluded from the fee calculation.

The independent qualified custodian holding your funds and securities will debit your
account directly for the advisory fee and pay that fee to us. You will provide written
authorization permitting the fees to be paid directly from your account held by the
qualified custodian. Further, the qualified custodian agrees to deliver an account
statement to you on a monthly basis indicating all the amounts deducted from the account
including our advisory fees.

Either Miramar or you may terminate the management agreement immediately upon
written notice to the other party. The management fee will be pro-rated to the date of
termination, for the month in which the cancellation notice was given and the fee will be
refunded to your account. Upon termination, you are responsible for monitoring the
securities in your account, and we will have no further obligation to act or advise with
respect to those assets. In the event of client’s death or disability, Miramar will continue
management of the account until we are notified of client’s death or disability and given
alternative instructions by an authorized party.

Financial Planning Fees

Financial Planning Fees are included in the Investment Management Fee described above.

Employee Sponsored Retirement Plan Fees

We charge an annual fee as negotiated with the client and disclosed in the Employer Spon-
sored Retirement Plans Investment Advisory Agreement. The compensation method is ex-
plained and agreed upon in advance before any services are rendered. Fees range from
0.10% to 1.25% annually.

ADV Part 2A – Firm Brochure                   Page 9 of 23                    Miramar Capital LLC

Plan advisory services begin with the effective date of the Investment Advisory Agreement,
which is the date you sign the Investment Advisory Agreement. For that calendar quarter,
fees will be adjusted pro rata based upon the number of calendar days in the calendar
quarter that the Agreement was effective. Our fee is billed in either arrears or in advance
on the last business day of the calendar quarter, as indicated on the Advisory Agreement
Appendix A. For Plans where our fee is billed to the custodian, the fee is deducted directly
from the participant accounts. Written authorization permitting us to be paid directly from
the custodial account is outlined in the Investment Advisory Agreement.

Either party may terminate the Investment Advisory Agreement at any time upon immedi-
ate notice. You are responsible to pay for services rendered until the termination of the
agreement.

Consulting

Miramar provides consulting services for clients who need advice on a limited scope of
work. Miramar will negotiate consulting fees with you. Fees may vary based on the extent
and complexity of the consulting project. Fees will be billed as services are rendered. Either
party may terminate the consulting agreement at any time. Upon termination, fees will be
prorated to the date of termination and any unearned portion of the fee will be refunded
to you as described above.

Administrative Services Provided by Orion Advisor Services

We have contracted with Orion Advisor Services (“Orion”) to utilize its technology
platforms to support data reconciliation, performance reporting, fee calculation and
billing, research, client database maintenance, quarterly performance evaluations,
...

ITEM 7 - TYPES OF CLIENTS
We provide investment management services to:
   • Individuals (primarily those with a high net worth) and their related accounts
      such as retirement accounts (IRAs), trusts, partnerships, and businesses;
     •    Retirement plans such as 401(k) and profit-sharing plans;
     •    Business Accounts;
     •    Charitable foundations and other not-for-profit organizations.
     •    While we have no stated minimum requirements we typically manage relationships
          with $1,000,000 or greater.