Total Management Group Inc

FEES AND COMPENSATION

A.     Advisory Services and Fees

                           INVESTMENT ADVISORY SERVICES

       HWM provides discretionary investment advisory services on a fee-only basis. HWM’s
annual investment advisory fee is based upon a percentage (%) of the market value of the assets
placed under HWM’s management as follows:

                        Market Value of Portfolio            % of Assets

                        Up to $2,000,000                         1.00%

                        Next $2,000,000                          0.75%

                        Next $6,000,000                          0.60%

                        Above $10,000,000                        0.50%

        HWM generally requires a household account minimum of $1 million for investment
management services. For households less than $1 million, an additional .25% is charged on the
first $250,000. HWM's annual investment management fee shall be pro-rated and paid quarterly,
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in arrears or in advance, based upon the market value of the assets on the last business day of the
previous quarter. To the extent a client has funds held in cash or invested in a cash-like instrument,
such as a money market or similar investment, those funds will be included for the purpose of
calculating assets under management for billing purposes. However, in certain circumstances,
HWM may waive the portion of the fees due that relate to such funds.
        However, HWM, in its sole discretion, may require a lesser account minimum or charge a
lesser investment management fee based upon various factors including, but not limited to, the
amount of the assets with HWM, the level and scope of financial planning services to be rendered
and the complexity of the engagement.

        HWM's annual investment management fee shall include investment advisory services,
and, to the extent specifically requested by the client, financial planning, and consulting. In the
event that the client requires extraordinary financial planning (to be determined in the sole
discretion of HWM), HWM may determine to charge for such additional services, the dollar
amount of which shall be set forth in a separate written notice to the client.

      For the Schwab Managed Account Access and Marketplace Programs, please refer to the
program’s prospectus listing all fees for the specific independent manager.

                 FINANCIAL PLANNING AND CONSULTING SERVICES

        HWM provides its clients with a broad range of comprehensive financial planning and
consulting services (including non-investment related matters), which may address, among other
issues, estate and retirement planning, taxes, insurance, college planning, long term care issues
and/or investment recommendations. HWM will charge a fee (fixed and/or hourly) for these
services. HWM’s financial planning fees are negotiable, but generally range from $1,500 to
$5,000.00 on a fixed fee basis and from $150.00 to $400.00 on an hourly rate basis, depending
upon the level and scope of the services required and the professional rendering the service(s).
HWM may, in its sole discretion, choose to charge a lesser management fee under certain limited
conditions (i.e., types of services required, related accounts, dollar amounts under management).

B.     Payment of Fees

        HWM’s advisory fees are deducted from their custodial account. Both HWM’s Investment
Advisory Agreement and the custodial/ clearing agreement may authorize the custodian to debit
the account for the amount of HWM's investment advisory fee and to directly remit that
management fee to HWM in compliance with regulatory procedures. HWM shall deduct fees
quarterly in arrears or in advance, based upon the market value of the assets on the last business
day of the previous quarter.

        The Investment Advisory Agreement between HWM and the client will continue in effect
until terminated by either party by written notice in accordance with the terms of the investment
Advisory Agreement. Upon termination, a pro-rated portion of the earned but unpaid advanced
advisory fee shall be due, which shall be debited from the custodial account or invoiced to the
client.

C.     Additional Expenses and Fees

       The fees charged by Schwab or any other designated broker-dealer/custodian, are exclusive
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of, and in addition to, HWM’s investment management fee. In addition to HWM’s investment
management fee, the client shall also incur charges imposed at the mutual fund level (e.g.,
management fees and other fund expenses).

                 FINANCIAL PLANNING AND CONSULTING SERVICES

         Prior to engaging HWM to provide financial planning and consulting services, the client
will generally be required to enter into a written agreement with HWM setting forth the terms and
conditions of the engagement and describing the scope of the services to be provided and the
portion of the fee that is due from the client prior to HWM commencing services. Generally, HWM
requires 25% of the financial planning/consulting fee (estimated hourly or fixed) payable upon
entering the written agreement. The balance is generally due upon delivery of the financial plan or
completion of the agreed upon services. Either party may terminate the agreement by written notice
to the other. In the event the client terminates HWM’s financial planning and consulting services,
the balance of HWM’s unearned fees (if any) shall be refunded to the client. If termination occurs
within five business days of entering into an agreement for such services, the client shall be entitled
to a full refund.

     At all times clients have the option to purchase investment products recommended by
HWM through unaffiliated brokers or agents.

       HWM does not charge its advisory clients commissions and/or markups.

TYPES OF CLIENTS

       HWM’s clients shall generally include individuals, pension and profit-sharing plans, trusts,
and business entities. HWM requires an annual minimum account size of $1,000,000 for
investment advisory services.