MSH Capital Advisors LLC

ITEM 5: FEES AND COMPENSATION

Fee arrangements are customized depending on the type of services provided for each client. In all cases, fee arrangements,
including specific rates, will be included in a written agreement executed by MSHCA and the client prior to any services
being provided. Fees, fee structure, and experience will vary by IAR. Clients with different IARs may receive similar services
and pay more or less of a fee than another client. Furthermore, IARs may determine fees differently. For example, some
representatives may implement a flat fee, while others use a tiered approach. There are advantages and disadvantages to
all fee structures, but each IAR may have its own variances within the MSHCA fee structure. The negotiated fee is disclosed
in the Investment Advisory Agreement ("IAA") that is signed when establishing an account in advance of services being
rendered and the fee charged. The maximum advisory fee charged by MSHCA is 2.50% annually. The total advisory fee
paid by the client, inclusive of any sub-advisory fee, will not exceed this maximum amount. Client advisory fees vary by
IAR and strategy, and clients should refer to their specific Investment Advisory Agreement for the applicable rate. IARs
have an economic incentive in the fee charged to the account as they receive a percentage of the advisory fee, with the
remaining portions going to MSHCA and other Sub-Advisers, when applicable.

Advisory Services: Non-Wrap Fee Programs
Fees for non-wrap fee programs are based on a percentage of the assets under management. The advisory non-wrap fee is
an annual fee billed either monthly or quarterly, in arrears. The advisory non-wrap fee is calculated as a percentage of the
market value in the account on the last trading day of the end of the previous billing cycle and is charged to the client's
account by the tenth (10th) business day of the following month. Fees are based on a calendar month or quarterly period,
and new accounts are prorated based on the number of days accounts are managed in the month or quarter. In certain
cases, MSHCA may engage a Sub-Adviser to implement a specific strategy within the account, and MSHCA will compensate
the Sub-Adviser from the advisory fee paid by the client. The client advisory fee is negotiated on a client-by-client basis
with the IAR and may be up to 2.50% on non-wrap fee accounts, which is one fee inclusive of (1) investment management
and (2) ongoing monitoring and continuous financial advice, but is not inclusive of transactional charges or other fees and
expenses as discussed in ITEM 5: FEES AND COMPENSATION, OTHER FEE CONSIDERATIONS.

Advisory fees may be automatically deducted from the client's managed account upon prior written authorization by the
client. The Firm sends an electronic request to the custodian indicating the amount of the fee to be paid from the client's
managed account. The client will receive a statement from the independent custodian at least quarterly, which will show
the amount of the advisory fees paid to the Firm.

Advisory Services: Wrap Fee Programs
MSHCA offers wrap fee advisory programs where clients pay a single advisory fee that includes portfolio management
services and certain transaction costs. In these programs, MSHCA and its Investment Advisor Representatives typically act
as the portfolio manager. Fees for wrap fee programs are based on a percentage of the assets under management. The
advisory wrap fee is an annual fee billed either monthly or quarterly, in arrears. The advisory wrap fee is calculated as a

MSH Capital Advisors LLC                                                                                               Page 8 of 25
23350 N. Pima Rd. Scottsdale, AZ 85255 – Phone (480) 563-2021                              ADV Part 2A - Disclosure Brochure 26_03

percentage of the market value in the account on the last trading day of the end of the previous billing cycle and is charged
to the client's account by the tenth (10th) business day of the following month. Fees are based on a calendar month or
quarterly period, and new accounts are prorated based on the number of days accounts are managed in the month or
quarter. In certain cases, MSHCA may engage a Sub-Adviser to implement a specific investment strategy within a wrap
account. MSHCA compensates any Sub-Adviser from the advisory fee paid by the client. The client advisory wrap fee is
negotiated on a client-by-client basis with the IAR and may be up to 2.50% on wrap fee accounts, which is one fee inclusive
of (1) investment management, (2) ongoing monitoring and continuous financial advice, and (3) transactional charges.
The advisory wrap fee is not inclusive of certain other fees and expenses discussed in ITEM 5: FEES AND COMPENSATION,
OTHER FEE CONSIDERATIONS.

Advisory wrap fees may be automatically deducted from a client's managed account upon prior written authorization by
the client. The Firm sends an electronic request to the custodian indicating the amount of the advisory wrap fee to be paid
from the client's managed account. The client will receive a statement from the independent custodian at least quarterly,
which will show the amount of the advisory wrap fees paid to the Firm.

Sub-Advised Strategies
In certain cases, MSHCA may engage Sub-Advisers to provide specialized investment management services or implement
specific investment strategies within client accounts. Sub-Advisers may implement a variety of specialized strategies,
including options-based income strategies designed to generate premiums through the active management of index
option positions, options spread strategies used to facilitate financing arrangements, and model-based portfolio
management strategies that replicate investment models or securities selected or approved by MSHCA. These strategies
may be utilized in either wrap or non-wrap advisory programs. MSHCA charges the advisory fee directly to the client and
...

ITEM 7: TYPES OF CLIENTS

MSHCA generally provides investment advice to the following types of clients:

               • Individuals                                     • Pension and Profit-Sharing Plans
               • High-Net-Worth Individuals                      • Trusts, Estates, or Charitable Organizations
               • State or Municipal Government Entities          • Corporations or Other Business Entities

All clients are required to execute a written agreement for services with MSHCA.

Minimum Investment Amounts
MSHCA generally imposes a minimum investment amount of $5,000 to establish an advisory account or an account
managed on an institutional RIA platform. MSHCA waives the minimum investment amount for retirement accounts and
may accept accounts with less than $5,000 of assets if MSHCA believes that, based on information provided by the client,
investing a lower amount is appropriate for the client.

IARs may impose higher account minimums than those established by MSHCA. Accounts may be aggregated to meet
program minimums, as is explained in detail in the Investment Advisory Agreement signed by the client at the time the
account is established. Clients should consult with their IAR to determine the required account minimum.

Certain investment strategies offered through MSHCA, including strategies implemented by Sub-Advisers, may have
minimum investment requirements that exceed the Firm’s general account minimum. These minimums may vary
depending on the investment strategy, account structure, or investment platform used. MSHCA may waive or reduce
strategy minimums at its discretion where appropriate.

Clients should consult with their IAR regarding any applicable minimum investment requirements for a particular strategy
or program.