Town Capital LLC

Item 5: Fees and Compensation

Investment Advisory Services
The annual fee for our wealth management services is based on the net value of your
assets under management on the last day of the month. We do not charge an AUM

fee for the value of securities bought on margin, only the net value. We do not use
margin in our accounts unless specifically requested by the client in writing.

The maximum annual management fee for investment advisory services is 1.25%.
(charged monthly at 1.25% divided by 12). Comprehensive Financial Planning
services are included under this fee at no additional charge, unless a planning fee is
specifically stated in a separate financial planning agreement, as described below.
This fee is negotiable and may be discounted to any rate as determined by Town
Capital. This does not include the fees for some individual investments, including but
not limited to ETF expense ratios, etc. Unless otherwise stated below, your fee is in
accordance with the chart below. The fee chart is tiered and cumulative, meaning that
the FIRST $500,000 is charged at 1.25% per year, then the NEXT $500,000 is 1.00%,
then the NEXT $1,000,000 is 0.90%, etc.

                     Asset Tier                     Annual Fee
                     Up to $500,000                 1.25%
                     $500,001 – 1,000,000           1.00%
                     $1,000,001 – 2,000,000         0.90%
                     $2,000,001 – 5,000,000         0.80%
                     $5,000,001 –20,000,000         0.50%
                     $20,000,001 and above          0.30%

Example: Client has $2,500,000 and their fee structure is per the chart above.

$500,000. x    1.25% divided by 12 (due to being monthly) = $520.83
$500,000 x     1.00% divided by 12 (due to being monthly) = $416.67
$1,000,000 x   0.90% divided by 12 (due to being monthly) = $750.00
$500,000 x     0.80% divided by 12 (due to being monthly) = $333.33

Total monthly bill = $2020.83

This billing amount will fluctuate month to month as the market value of the account
changes.

Town Capital also has the right to charge a financial planning fee separate from and
in addition to the AUM fee. This typically ranges from $0 to 5000 but could be any fee
depending on complexity. It may be one-time, or annually, at the same rate as the initial
fee or a discounted rate. Due to each client having a unique situation and requiring
different levels of attention, these fees can vary for everyone.

We employ many different types of investment strategies. We use different strategies
according to the type of account, goals, if distributions are needed or not, and tax
status. Some portfolios are customized, and some are models. Some are more active,
some more passive. We do not differentiate our fees according to the investment
strategy or the risk tolerance of the person, unless individually negotiated. This means
that many portfolios will perform differently, but the fee may be the same. This could
be advantageous to the client but could also be disadvantageous. It is up to the client
to decide if the fee we charge is worth it, considering all the services provided beyond
investment management and the expected return of the portfolio. As discretionary
investment managers, we reserve the right, and will execute upon, changing portfolio
compositions and strategies as drastic or as often as we feel is necessary to
accomplish your goals, as long as it is within the bounds of our fiduciary duty. This may
result in under performance or overperformance, but that is not considered in the
decision-making process because we are investing for a goal, not a benchmark.

This type of goals-based investment management is unconventional, so we highly
encourage our prospective clients to do their due diligence and be 100% comfortable
with this process.

Town Capital does not charge an AUM for any employer plans because we cannot
monitor or trade it effectively, unless it is connected through the Pontera system, a
third-party trading platform. We use Pontera to manage held away accounts. Fees for
held away accounts will not exceed the maximum fee stated above but may be lower.
The fee for held away accounts may be billed to a client’s taxable account or directly
to the client. We will also bill you for your employer plan assets at or below the fee
listed above if you choose to use the Pontera service, without any additional
disclosures or acknowledgement. By agreeing to using Pontera, you agree that it
makes that account eligible for billing.

These fees do not include the fees for some individual investments, including the
expense ratio of the portfolio, from which Town Capital does not receive any
compensation.

The specific manner in which fees are charged by Town Capital is established in a client’s
written agreement with Town Capital. We will generally bill our fees on a monthly basis.
Clients will be billed in arrears each calendar month. Accounts initiated or terminated
during a calendar month will be charged a prorated fee.

Town Capital and the custodian will, upon written authorization from the client in our
Investment Advisory Contract, directly bill for our advisory services from client’s assets
and accounts. We will provide the custodian with the amount to bill from each client
account. Our custodian(s) will send a statement at least monthly including all
disbursements from the account.

Use of Independent Managers – As noted in Item 4, the Advisor may allocate all or a
portion of a Client’s assets to one or more Independent Managers. Pursuant to an
agreement with the Independent Manager, Town Capital will be compensated via a fee
share from the advisors to which it directs those clients. This creates a conflict of
interest in that Town Capital has an incentive to direct clients to the Independent
Managers that provide Town Capital with a larger fee split. In some instances, the fees
...

Item 7: Types of Clients
Town Capital provides investment advisory services to individuals, corporations, trusts,
estates & charitable organizations. We work with each client to identify their needs, goals,
investment objectives, time horizon & risk tolerance and recommend an investment plan
to be implemented. We operate within the agreed upon limits & recommendations to
achieve the client's stated investment objectives.

There is no written minimum to become a client, but Town Capital reserves the right to
choose clients based on any criteria it sees fit.