Modell Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

Asset Management Fees
Our tiered asset management fee is based on a percentage of assets in your account(s) and is set forth
in the following annual fee schedule.

 1.00% on the first $3 million of assets under management
 0.75% on the next $2 million of assets under management
 0.50% of assets under management above $5 million

Legacy clients including those transferred from an investment adviser that certain associated persons
were previously registered with may be charged under a different fee schedule and/or may be billed
under varying circumstances. We reserve the right to waive all or any portion of our fees to new or
existing clients.

At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values may increase the asset total, which may result in your paying a reduced advisory fee
based on the available breakpoints in our fee schedule.

The fees you pay are set forth in the Advisory Agreement. In the event of any discrepancy between the
information contained in this Brochure and the Advisory Agreement, the terms of the Advisory
Agreement will control.

We reserve the right to negotiate our advisory fees. Negotiated fees depend on several factors,
including, but not limited to, the nature of the client’s portfolio, investment strategy and objectives of the
account, the size of the account, the potential for future contributions, reporting requirements, the
overall relationship with us, and/or any historical relationships.

In certain situations there could be a different fee schedule for assets comprised of fixed income
investments or strategies as compared to assets comprised of equities investments or strategies.

Our fees do not include fees that you normally pays to other third-party service providers, such as
custodians, nor do they include brokerage fees, exchange fees or other fees associated with
transactions in the account.

Investments in Clarkston Funds: Clarkston Capital Partners, LLC is the investment adviser to the
Clarkston Funds (registered investment companies and private funds). To the extent that a portion of a
client’s account is invested in any of the Clarkston Funds, our asset management fee schedule will not
apply to those assets. Assets of client accounts invested in a Clarkston Fund are subject to fees and

charges applicable to all shareholders in that Clarkston Fund, as set forth in the applicable Clarkston
Registered Fund’s prospectus or Clarkston Private Fund private placement memorandum. Depending
on the Clarkston Fund in which the client account is invested, the total fees associated with that Fund
may be more than the advisory fee that is otherwise applicable to the client account. A conflict exists if,
and/or when, a transferred client’s Clarkston Funds are sold, as the proceeds of the sale will be subject
to our fee schedule, if the proceeds are reinvested with us. We seek to mitigate this conflict by making
investment decisions based solely on your Investment Profile.

Our fees are billed and payable quarterly in arrears, based upon the market value of managed assets,
including cash and cash equivalents, held in your accounts at the end of the billing period. Typically, we
do not adjust fees for contributions to or withdrawals from an account during a quarter unless otherwise
agreed in the Advisory Agreement.

For purposes of calculating fees and reporting performance, we use the portfolio accounting system
account values and not the valuations provided by the account’s custodian. Unless otherwise provided
in the Advisory Agreement, the account values on which fees are based include cash and cash
equivalents. While we generally seek to maintain fully invested portfolios, we may maintain significant
levels of cash for extended periods of time during which we believe our investment criteria do not
warrant addition purchases.

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, the 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.

You may terminate the portfolio management agreement upon 30 days 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.

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
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ITEM 7 – TYPES OF CLIENTS

MCM provides discretionary asset management services to individuals, trusts and their related
accounts, as well as institutional investors, such as business entities, retirement plans, tax-exempt
entities, foundations, and endowments, and insurance companies.