Vines Capital Management LLC

Item 5 Fees and Compensation
Portfolio Management Services
Our fee for portfolio management services is based on a percentage of the assets in your account and
is set forth in the following annual fee schedule:

                               Annual Fee Schedule

Assets Under Management                               Annual
                                                      Fee
$0 - $1,000,000                                       1.00%
$1,000,001 - $3,000,000                               0.85%
$3,000,001 - $5,000,000                               0.75%
Above $5,000,000                                      Negotiable

Portfolio Management Services
Our annual portfolio management fee is billed and payable, quarterly in arrears, based on the balance
at the end of billing period. For example, if your account is valued at $1,000,000 at the end of a
quarter, your fee for that quarter would be equal to $1,000,000 x 1.00% = $10,000 / 4 quarters =
$2,500.

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client. Our advisory fee is
negotiable, depending on individual client circumstances.

At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values may increase the asset total, which may result in your paying a reduced advisory fee
based on the available breakpoints in our fee schedule stated above.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when the following requirements are met:

    • You provide our firm with written authorization permitting the fees to be paid directly from your
      account held by the qualified custodian.
    • The qualified custodian agrees to send you a statement, at least quarterly, indicating all
      amounts disbursed from your account including the amount of the advisory fee paid directly to
      our firm.

We encourage you to reconcile our invoices with the statement(s) you receive from the qualified
custodian. If you find any inconsistent information between our invoice and the statement(s) you
receive from the qualified custodian, call our main office number located on the cover page of this
brochure.

You may terminate the portfolio management agreement upon 15 days written notice. You will incur a
pro rata charge for services rendered prior to the termination of the portfolio management agreement,
which means you will incur advisory fees only in proportion to the number of days in the quarter for
which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive
a prorated refund of those fees.

Financial Planning Services
We charge a fixed fee for financial planning services, which generally ranges between $1000 -
$10,000. The fee is negotiable depending upon the complexity and scope of the plan, your financial
situation, and your objectives. In limited circumstances, the cost/time could potentially exceed
our initial estimate. In such cases, we will notify you and request that you approve any additional
fee. We do not require you to pay fees six or more months in advance and in excess of $500.

Our financial planning fees are payable on completion of the contracted services. You may terminate
the financial planning agreement upon written notice to our firm. If you have pre-paid financial planning
fees that we have not yet earned, you will receive a prorated refund of those fees. If financial planning
fees are payable in arrears, you will be responsible for a prorated fee based on services performed
prior to termination of the financial planning agreement.

Pension Consulting Services
Our advisory fees for these customized services will be negotiated with the plan sponsor or named
fiduciary on a case-by-case basis.

Either party to the pension consulting agreement may terminate the agreement upon written notice to
the other party in accordance with the terms of the agreement for services. The pension consulting
fees will be prorated for the quarter in which the termination notice is given and any unearned fees will
be refunded to the client.

Selection of Other Advisers
Advisory fees charged by TPMMs are separate and apart from our advisory fees. Assets managed by
TPMMs will be included in calculating our advisory fee, which is based on the fee schedule set forth in
the Portfolio Management Services section in this brochure. Advisory fees that you pay to the TPMM
are established and payable in accordance with the brochure provided by each TPMM to whom you
are referred. These fees may or may not be negotiable. You should review the recommended TPMM's
brochure and take into consideration the TPMM's fees along with our fees to determine the total
amount of fees associated with this program.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each fund's prospectus) to their shareholders. These fees will generally
include a management fee and other fund expenses. You will also incur transaction charges and/or
brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by
the broker-dealer or custodian through whom your account transactions are executed. We do not
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Item 7 Types of Clients
We offer investment advisory services to individuals, high net worth individuals, pension and profit-
sharing plans, business entities and charitable organizations.

In general, we require a minimum fee of $500 to open and maintain an advisory account. At our
discretion, we may waive this minimum account size. For example, we may waive the minimum if you
appear to have significant potential for increasing your assets under our management.

We may also combine account values for you and your minor children, joint accounts with your
spouse, and other types of related accounts to meet the stated minimum.