Weatherhelm Capital Management LLC

FEES & COMPENSATION

     Discovery Meeting
     The Discovery Meeting is offered to qualified prospects without cost or obligation after an
     initial introductory phone call. It is not our regular business practice to charge for our time to
     attend the Discovery Meeting or the subsequent Follow Up Meeting where we present our
     findings and recommended strategy. The objectives we strive to accomplish with you during
     this meeting are to:

         v Diagnose your current financial need.
         v Address your financial concerns and answer your questions on how we can assist you.
         v Recommend financial resolutions aimed at lowering costs, reducing risks, increasing
           expected returns, and/or increasing tax efficiency to improve the likelihood of
           successfully achieving your goal.
         v Explain our investment methodology and how our investment strategies work; and,
         v Explain how a comprehensive evaluation of wealth management needs is beneficial
           beyond just managing your investable assets.

     Following the Discovery Meeting, we will schedule a Follow Up Meeting (in person or via WebEx
     or teleconference) where we will present our findings and recommendations, along with a draft
     IPS for your account(s), and our advisory agreement to establish a relationship to manage your
     assets based on the fee schedule listed below.

     If, however, you wish no further interaction coming out of the Discovery and Follow Up
     Meetings, you will be responsible for implementing any recommendations. All advisory
     services discussed will have been concluded and we are not responsible to implement the
     advice or for any on-going supervision, monitoring, and/or reporting.

     Portfolio Management Fee
     Portfolio management is provided on an asset-based fee7 arrangement. Management fees are
     calculated based on the average daily balance8 of your account(s) for each day in the previous
     calendar month multiplied by one-twelfth (i.e., 2.00% ÷ 12 = 0.1667%) of the corresponding
     annual percentage rate.

     6   Assets under Advisement are our Alternative Asset Consulting investment accounts and are not included in our “Regulatory Assets
         Under Management” calculation in our Form ADV Part 1A, Item 5.F. Therefore, the discretionary and non-discretionary totals
         disclosed in this Disclosure Brochure will not always match what is reported in our ADV Part 1A.
     7   An asset-based fee is a percentage fee charged based on your assets under management for our professional time giving continuous
         advice, managing investment strategies, and suggesting investment options. We receive no other compensation for this advisory
         service unless first disclosed to you.
     8   The average daily balance is calculated first by determining the maximum number of days from which to retrieve prices and then
         accumulates the values of your account on each day of the month. This accumulation is then divided by either the total number of
         days the account balance was not zero or the total number of days in the month.

Form ADV: Part 2A                                                                                            Weatherhelm Capital Management, LLC
© eAdvisor Compliance, Inc. – Disclosure Brochure Design Layout. www.eAdvisorCompliance.com

                                                                                                                  DISCLOSURE BROCHURE

     We retain discretion to negotiate the management fee within each tier on a client-by-client
     basis depending on the size, complexity, and nature of the portfolio managed. In addition, as
     your portfolio value exceeds each tier level, either through additional deposits or asset growth,
     a fee break will occur.

     The tier breaks are as follows:

                                                                                                 Annual Fee
                                   Portfolio Value                                                  Rate
                                                                                                  Not to Exceed

                                   Up to $100,000 .........................................        2.00%
                                   $100,001 to $1,000,000 ...............................          1.20%
                                   $1,000,001 to $2,000,000 .............................          1.00%
                                   Over $2,000,000 ........................................        0.72%

     At Weatherhelm, we do not believe in account minimums. They are antithetical to our
     culture and our mission to provide help and guidance to those who can benefit from it. Our
     determination to accept you as a client will be based on a number of factors including your
     future earnings potential and most importantly your demonstrated willingness to implement
     our advice and work together constructively.

         Protocols for Portfolio Management
         The following protocols establish how we handle our portfolio management accounts and
         what you should expect when it comes to: (i) managing your account; (ii) your bill for
         investment services; (iii) deposits and withdrawals of funds; and (iv) other fees charged to
         your account(s).

             Discretion
             We will typically establish discretionary trading authority on most management accounts to
             execute securities transactions at any time without your prior consent or advice.

             You may, at any time, however, impose restrictions, in writing, on our discretionary
             authority (i.e., limit the types/amounts of particular securities purchased for your account,
             etc.).

             Non-Discretionary
...

TYPES OF CLIENTS

     The types of clients we offer advisory services to are described above under “Who We Are” in
     the Item 4, the “Advisory Business” section. Our minimum account size for portfolio
     management is disclosed above under “Portfolio Management Fee” in Item 5 above in the,
     “Fees & Compensation” section of this Brochure.