TD Capital Management LLC

Item 5 - Fees and Compensation

General Fee Information
The specific manner in which fees are charged by TD Capital is established in a client’s written
agreement (Investment Management Agreement) with TD Capital Management LLC. TD Capital
generally bills its fees on a quarterly basis. In most cases clients authorize TD Capital to directly debit
fees from client accounts. All fees are billed in arrears after each calendar quarter. Management fees are
generally prorated for material capital contributions made during the applicable calendar quarter.
Accounts initiated or terminated during a calendar quarter are charged a prorated fee. Upon termination
of any account, unearned fees will be due and payable.

Fees paid to TD Capital are exclusive of all custodial and transaction costs paid to the client’s custodian,
brokers or other third-party independent managers. Third-party independent managers will charge the
client directly for their advisory services. Please see Item 12 - Brokerage Practices for additional
information. Fees paid to TD Capital are also separate and distinct from the fees and expenses charged by
mutual funds, ETFs (exchange traded funds) or other investment pools to their shareholders (generally
including a management fee and fund expenses, as described in each fund’s prospectus or offering
materials). The client should review all fees charged by funds, brokers, TD Capital and others to fully
understand the total amount of fees paid by the client for investment and financial-related services.

Portfolio Management Fees
The annual fee schedule, based on a percentage of assets under management, is as follows:

 Account Value                                          Annual Fee
 Less than $1 million                                   1.00%
 $1 million to $2 million                               0.80%
 $2 million to $5 million                               0.55%
 Greater than $5 million                                0.40%

Fees may be negotiated for portfolio relationships greater than $20 million, or when the aggregation of
several accounts of related individuals or entities would result in lower total fees for the client(s).

This fee schedule became effective on January 1, 2022. Fees for clients of TD Capital prior to January 1,
2022 will vary from the fee schedule disclosed above. Other client specific circumstances may dictate the
need to negotiate a fee percentage different from the fee schedule above. Additionally, on a case-by-case
basis, TD Capital may or may not bill on legacy or restricted security positions for clients.

Financial Planning and Consulting Fees
TD Capital’s financial planning fees are determined based on the nature of the services being provided
and the complexity of each client’s circumstances. All fees are agreed upon prior to entering into a
contract with any client.

Financial planning fees will be charged in one of two ways:
   1. On an hourly basis ranging from $300 to $375 per hour.

   2. As a fixed fee, typically ranging from $1,000 to $3,000, depending on the nature and complexity
      of the engagement, the number of financial planning topic analysis areas requested by the Client,
      the amount of hours to complete the engagement and the different reports to be produced. Fixed
      fees shall be mutually agreed upon with Client.

An estimate for total hours may be determined at the start of the advisory relationship. 50% of the
estimated fee may be due upon signing the advisory agreement, with the balance due upon presentation
of the plan to the client. TD Capital will never hold client funds greater than $500 for more than six (6)
months in advance of completion of the financial plan or services.

General:

Fees are computed and billed quarterly, in arrears, and are based on the average daily balance of the asset
value of the Client’s portfolio throughout the billing period. As set up by the client and agreed upon with
advisor, the account value and the applicable annual fee applied will include assets where advisor is
providing investment advice, but advisor does not have trading discretion. Fees will be prorated, on a
monthly basis, with respect to new accounts opened during the quarter.

Individual accounts for immediate family members (such as husband, wife and dependent children) are
aggregated, and the fee is charged based on the total value of all family members’ accounts.

The fee schedule above may be amended from time to time by advisor upon at least forty-five (45) days
advance written notice to client, subject to client’s right to terminate the agreement before an increased
fee schedule takes effect upon at least thirty (30) days written notice to advisor.

Upon termination, advisor fees will be prorated to the effective date of termination.

Item 7 - Types of Clients

TD Capital provides advisory services to individuals, families, businesses, trusts, estates, charitable
institutions, pension and profit-sharing plans, and other organizations. There are no firm minimum asset
or income requirements to be a TD Capital client. However, we generally work with clients with
investable portfolios of greater than $250,000.