Warburton Capital Management LLC

Item 5 – Fees and Compensation
In addition to the information provided in Item 4, Advisory Business, this section provides details
regarding our services along with descriptions of each service’s fees and compensation arrangements.
Asset Management Services
We offer asset management services that include continuous investment advice to you, with ongoing
assistance in evaluating and selecting investments as well as adjusting and balancing portfolios. Our
investment advisor representatives (“associated persons”) will create a personal investment policy and
create and manage a portfolio based on that policy. We have developed several core models of
investment assets with varying allocations of Exchange Traded Funds (ETFs) and mutual funds which
hold stocks, bonds, cash and real estate investment trusts (REITS). We typically utilize ETFs and
mutual funds for its investment recommendations (currently we primarily use Dimensional Fund Advisors
and Vanguard), but may also recommend the use of U.S. Treasuries. While each client’s unique
situation is considered, most clients will fall within the parameters of one or more of the core models.
We do not engage in market timing or other speculative investment strategies. However, clients may
deposit assets into their accounts that have not been analyzed or recommended by our associated
persons.
Management services are provided on a discretionary basis only. This means that you must give us written
authorization to make all decisions to buy, sell or hold securities, cash or other investments in your
managed account in our sole discretion without consulting with you prior to transactions being made.
However, with the exception of possible re-balancing adjustments, it is our philosophy to consult with you
before any transactions are made. You can place restrictions and guidelines on your account holdings.
A majority of the managed accounts are currently held at Charles Schwab and Co., Inc. (Schwab),
member FINRA/SIPC, who acts as custodian for the accounts. Neither we nor our associated persons
act as custodian for any of your accounts or have direct access to your funds or securities except for the
ability to have advisory fees deducted from your account and paid to us. If you create a new account,
our associated persons assist you in establishing the managed accounts at Schwab.
Fees are charged as a percentage of assets under management as follows:
        Account Value                           Annual Fee
        First $1,000,000                         1.25%
        Next $1,000,001 - $2,500,000             0.90%
        Next $2,500,001- $5,000,000              0.70%
        Next $5,000,001 - $15,000,000            0.50%
        Next $15,000,001 - $50,000,000           0.40%
        Over $50,000,001 and Above               0.30%
At our sole discretion, fees are negotiable based on the complexity of your situation and portfolio
holdings as well as your relationship with us. Fees are billed monthly in arrears, based on the average
daily balance calculations. You can “bundle” or “aggregate” household accounts in order to reach a
higher total account value and therefore a lower fee. Accounts opened mid-month will be prorated
based on the number of days that services were provided during the first billing period.

Warburton Capital Management, LLC                                                     Disclosure Brochure

Fees are deducted from your account, and you must provide Charles Schwab and Co., Inc. (Schwab)
with written authorization to have fees deducted from the account and paid to us. Schwab will send you
a monthly statement showing account activity; including any advisory fees deducted from the account.
You are urged to review statements received from Schwab and any questions about the statements
should be reported to us and/or to Schwab immediately.
The annual fee for investment management services provided are based upon a percentage (%) of the
market value of the Assets under management in accordance with the fee schedule in the Agreement
signed by the Client. The Client understands that Warburton Capital Management, LLC considers cash
to be an asset class and part of Assets under management and subject to the same fee calculation as
the Client’s non-cash investments.
In addition to the advisory fees we charge, you may incur brokerage commissions and/or transaction
fees charged by Schwab. These commissions and fees will be billed directly to you and we do not
receive any portion of such fees. In addition, you may incur charges imposed by third parties other than
us in connection with investments made through the account including, but not limited to, mutual fund
sales loads, 12(b)-1 fees and surrender charges, variable annuity fees and surrender charges and IRA
and qualified retirement plan fees. A description of these fees and expenses are available in each
investment company security’s prospectus. Item 12 further describes the factors that the firm considers
in selecting or recommending broker-dealers/custodians for client transactions and determining the
reasonableness of their compensation (e.g. commissions).
Either of us may terminate the agreement for services at any time by providing written notice to the other
party. If services are terminated within 5 business days of executing the client agreement, services are
terminated without penalty. An account closed within 90 days of being opened is charged a fee equal to
what would have been charged if the account had been opened for an entire quarter as well as a $100
administrative fee. You are charged prorated fees for the number of days that management services are
provided. When calculating fees, prorated charges begin accruing from the first date the account is
funded (i.e., any amount is deposited into the account). A 30-day notice is required to terminate services
unless a sooner date is agreed to by the parties. During that time, our associated persons continue
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Item 7 – Types of Clients
We generally provide investment advice to the following types of clients:

    •   Individuals (including high net worth individuals)

    •   Trusts, estates, or charitable organizations

    •   Corporations or business entities other than those listed above
All clients are required to execute an agreement for services in order to establish a client arrangement
with us.