Union Capital Company

Item 5 Fees and Compensation

PORTFOLIO MANAGEMENT PROGRAM FEE SCHEDULES:

  Assets Under Management                  Annualized Fee

  $ 0 to $5,000,000                         0.60% - 2.00%
  $ 5,000,001 to$10,000,000                 0.40% - 1.75%
  $ 10,000,000 & Above                       Negotiable

The fees listed above may be in excess of the industry norm and that similar advisory services may be
obtained for less. There is a minimum account size of $25,000 for our portfolio management services. Our
account minimums and fees charged are negotiable depending upon factors such as account size, prior
relationship or in other situations deemed appropriate by us in our sole discretion.

Portfolio Management Fee

Our fee is calculated and collected quarterly in advance and is based on the account balance as of the first
business day of the current quarter. Fees are calculated by multiplying the assets under management market
value by the relevant percent and dividing such product by four (4).

On a quarterly basis, we shall direct the broker/dealer Custodian that maintains your account to debit the
advisory fees from the Account unless another arrangement has been made and agreed to in writing. We and/or
the custodian shall provide written notice/invoice documentation reasonably supporting the determination of the
investment advisor fees. The Custodian will send to you a quarterly Account statement that shows the amount
of our advisory fee, the value of your assets upon which the fee was based, and the specific manner in which the
fee was calculated. We will verify that the Custodian sends Account statements on a quarterly basis.

You should compare invoices for advisory fees to the corresponding custodian statement. Statements should
be received from the custodian no less than quarterly. If statements are not received, contact us immediately.

Additional Types of Fees or Expenses:
Portfolio Management fees do not include cost of custodial services for individual retirement accounts for
qualified retirement plans. Transaction costs are not commissions. They are clearing costs charged by the
designated clearing firm on the account. We may elect at our option to bear the cost of transactions under
certain circumstances. There is a billing fee of $25.00 per quarter, which may be charged to your account, or
the registered representative may absorb. In Addition, there is a ticket charge of $15 per transaction, which
may be charged to your account, or the Investment Advisor may waive. Additional fees may be incurred while
the funds are in a money market fund or other no-load fund. These fees are charged and collected by the mutual
funds and are not refundable to Client.

Termination:
Either party may terminate the agreement upon giving 30 days written notice to the other party. Upon
termination, Client shall receive a pro-rata refund of that portion of any prepaid advisory fees that have yet to
be earned by us. Such refund will be calculated from the date of receipt of the written termination notice or other
agreed upon date. Notwithstanding previous

Other Compensation Received by our firm or its advisory agents:
Union Capital Company, (Member FINRA/SIPC), is an SEC registered broker-dealer, as well as a SEC
registered investment advisory firm. Custody of your accounts for both securities and funds will be maintained
at RBC Capital Markets, LLC, the designated custodian and clearing firm for Union Capital Company.

Some of our advisory agents are also registered representatives of Union Capital Company. In this capacity, our
advisory agents may sell securities through Union Capital Company and receive normal and customary
commissions, 12b1 fees and other compensation as a result of such purchases and sales . This presents a
conflict of interest to the extent that the advisory agent recommends that you invest in a security which results
in a commission being paid to the advisory agent. Neither our Firm nor its advisory agents are affiliates of RBC
Capital Markets, LLC.

Retirement Accounts – DOL Disclosure:
We are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”)
and/or the Internal Revenue Code (“Code”), as applicable, when we provide investment advice regarding portfolio
assets held in an IRA, Roth IRA, Archer Medical Savings Account, a Plan covered by ERISA, or a plan described in
Section 4975(e)(1)(A) of the Code (collectively referred to collectively sometimes herein as (“Retirement Accounts”).
To ensure that Union Capital will adhere to fiduciary norms and basic standards of fair dealing, we are required to
give advice that is in the "best interest" of the retirement client. The best interest standard has two chief components,
prudence and loyalty. Under the prudence standard, the advice must meet a professional standard of care and under
the loyalty standard, our advice must be based on the interests of our retirement clients, rather than the potential
competing financial interest of Union Capital.
To address the conflicts of interest with respect to our compensation, we are required to act in your best interest and
not put our interest ahead of yours. To this end, we must:

•      Meet a professional standard of care when making investment recommendations (give prudent advice);
•      Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•      Avoid misleading statements about conflicts of interest, fees, and investments;
•      Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•      Charge no more than is reasonable for our services; and
•      Give you basic information about conflicts of interest.

Item 7 Types of Clients

Client Base:
Our customer base consists or individuals, trusts, estates, charitable organizations, corporations and other
business entities. These are the types of clients that we service, but we may not have all these types as current
clients.

Conditions for Account Management:
We have imposed a $25,000 minimum account size of assets to be managed by us.

We may make exception to these minimums based on individual factors such as length of time the account has
been known, overall composition of the account, multiple accounts held with us etc. in our sole discretion.