Collegiate Capital Management, Inc. (“CCM,” “Firm,” “we,” “our,” or “us”) was incorporated in July 1994 and is registered as an investment adviser with the United States Securities and Exchange Commission (SEC). The Firm’s headquarters is located in Raleigh, North Carolina. The Firm has branch office locations in Decatur, Georgia; Charlottesville, Virginia; and Austin, Texas. Only those assets held at Charles Schwab & Co., Inc. (Schwab) are eligible for the Collegiate Capital Management Wrap Fee Program (the “Program”). Many of the firm’s clients that have accounts that participate in the Program also have Employer Retirement (ER) Accounts that do not. The collection of all accounts for any client is referred to as the client’s portfolio. The portfolio is managed to take advantage of the complementary characteristics offered by each custodian. For this reason, our clients should not evaluate the performance of a single account without consideration of the collective portfolio. The accounts of multiple individuals that are grouped together into a single portfolio for asset management is synonymously referred to as a household client. The Program provides our clients with the Firm’s asset management services without incurring separate brokerage commissions or transaction charges. A wrap fee program is considered any arrangement under which clients receive investment advisory services and the execution of client transactions for a specified fee not based upon transactions in the account(s). CCM is both the sponsor and currently the only portfolio manager for our wrap fee program. Asset Management Services Provided CCM’s core function is to provide asset management services to clients pursuant to a properly executed Client Agreement. The Client-Relationship Addendum describes any restrictions imposed by the client, including instructions regarding investment in certain securities or types of securities, client personal information, accounts that are to be managed by CCM and the manner by which advisory fees are to be paid. The Firm’s Investment Advisor Representatives (IARs) develop an investment strategy consistent with each individual client’s investment objectives, financial and tax status, risk tolerance, and time horizon as documented in the Addendum and in client conversations. CCM offers customized investment advice, cash management and model (PRISM) portfolios (note, PRISM portfolios are no longer offered to new clients in the Program, but some existing clients continue to have PRISM portfolios in the Program. After the client discovery process, the Firm’s IAR will suggest which service is most appropriate to meet the client’s needs. Unless included as a restriction in the addendum, client assets will be managed on a discretionary basis. Discretionary management allows the firm’s advisors to buy and sell securities without previous client consent. Both the timing and quantity of assets traded are at the firm’s discretion. The financial and other personal information the client provides to CCM provides a basis for all investment analyses, recommendations, and decisions. CCM expects that the client has provided all relevant information that might affect any investment decisions. It is the client’s responsibility to advise CCM of any changes in circumstances (e.g., financial needs, objectives, goals, and investments held with other firms) that might impact the client’s financial condition and that therefore may affect our approach. Transactions in non-retirement accounts may trigger taxable consequences. The firm’s IARs consider this factor along with others as investment decisions are made. We believe that one of the best descriptors of our firm is that of financial concierge. While our primary function is to manage client accounts, we are a firm that provides guidance across a wide variety of life-long financial related issues that impact our clients’ and their heirs’ quality of life. Our advisors work with the firms’ clients and other professionals to provide the following services:
• Management of Client Portfolios • Retirement Income Planning
• Consolidated Portfolio Reporting • Investment Risk Management
• CCM’s Proprietary Client Portal (CCMconnect®)
• Social Security Analysis
• Assistance with Inter-Generational Asset Transfer
• Assistance with Implementing Charitable Gifts
• Financial Planning • Complete Account Servicing
• Insurance Needs Analysis • Investment-Related General Tax Planning A client’s account(s) collectively form a household portfolio. A portfolio may consist of accounts owned by a single individual or entity, accounts jointly owned with others or multiple independently owned individual accounts. The portfolio is managed to take advantage of the complementary characteristics offered by each custodian. For example, one custodian may offer a stable value option that offers compelling characteristics. Whereas another custodian may offer the largest overall selection of investment options. For this reason, our clients should not evaluate the performance of a single account without consideration of the collective portfolio. As part of our work we:
• Analyze the client’s financial circumstances in conjunction with the client’s long-term financial goals.
• Recommend investment strategies suited to the client’s financial needs and objectives.
• Carry out agreed upon strategies.
• Conduct periodic in-person or telephonic portfolio reviews.
• Provide the client with consolidated quarterly statements.
• Assist the client to set up electronic access to the custodians’ website and to the firm’s client portal, CCMconnect® to track activity in their accounts. Clients may be invested in: (a) equity mutual funds; (b) bond mutual funds; (c) exchange-traded securities, including stocks and Exchange Traded Funds (ETFs); (d) U.S. government securities; (e) stocks that trade over the counter; (f) U.S. corporate debt; (g) fixed accounts of annuity products; (h) structured products; (i) money market funds; (j) municipal securities; (k) certificates of deposit; (l) stocks issued by foreign corporations; and (m) variable annuity products. We suggest variable annuity products to our clients in rare cases when client circumstances would warrant such counsel. We also manage some legacy variable annuity assets and a small number of ER accounts for which a variable annuity product may be the only option allowed by the employer or is the best selection among a limited number of options. Program Fees Clients with accounts that participate in the Program pay a single bundled fee to CCM for our advisory services and transactions instead of paying these fees separately for those accounts. The wrap fee each client will pay depends on the size of the client’s account and whether the client selects customized investment advice, cash management, or our model portfolios. Participating in the wrap fee program may cost a client more or less than purchasing investment management and trading services separately. Factors that may affect the cost to CCM of a wrap fee program compared to other compensation arrangements include: the advisory fees the client would pay for CCM’s investment management services if the fees were un-bundled; the transaction and execution fees the custodian would charge to the client under a non-wrap fee arrangement, and the frequency and volume of trading activity in the client’s account. Under the terms of this wrap fee program, CCM will pay trading and execution costs imposed by the custodian for transactions in client accounts. This arrangement may present a potential conflict of interest for CCM, since we may have a financial disincentive to engage in active trading. However, transaction fees are not a material consideration for CCM in deciding whether to engage in any trading or the level of trading activity through the custodian. We make investment decisions for clients in wrap fee programs the same way we manage accounts where the client pays for trading and execution costs separately. CCM receives advisory fee compensation when clients participate in this wrap fee program. This compensation may be more than what CCM would receive if clients participated in other programs at CCM or paid separately for investment advice, brokerage, and other services, and CCM therefore may have a financial incentive to recommend the wrap fee program over other programs or services. All fees paid to CCM for investment advisory services are separate from fees and expenses charged to owners of mutual fund and ETF shares or variable annuity contracts by the product sponsor or the account custodian. CCM does not impose start-up, closing or annual maintenance fees, redemption fees, or penalty fees in connection with the portfolio, although the custodian of the account may impose such fees. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as fees charged by managers, custodial fees, short-term redemption fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund prospectuses disclose any management fees for mutual funds. Management and other expenses charged by

ETF sponsors are disclosed in publicly available sources. These charges, fees and commissions are exclusive of and in addition to our fee. Neither CCM nor its employees receive any portion of these commissions, fees, and costs for assets held in Program accounts. Our IARs receive a percentage of the advisory fees paid to the firm by their clients. Each IAR also is responsible for the payment of costs associated with trading in accounts participating in the Program. Therefore, our IARs may have a disincentive to recommend participation in the Program. Clients may incur transaction and custodial costs associated with the management of certain ER accounts that are not part of the Program. Advisory Fees - Customized Investment Advice The percentage fee each client is charged for advisory fees is determined based upon the linear fee structure shown below. CCM’s fee schedule is not negotiable. Portfolio Value Annual Fee Percentage Up to $99,999 2.25% $100,000 - $249,999 1.75% $250,000 - $499,999 1.50% $500,000 - $999,999 1.25% $1,000,000 - $2,999,999 1.00% $3,000,000 - $4,999,999 0.90% $5,000,000 - $9,999,999 0.80% Greater than $10,000,000 0.75% As assets under management (AUM) increase above certain breakpoints, the percentage fee charged for all assets decrease. In like manner, if AUM decrease below a breakpoint, the percentage fee charged for all assets increase. When a client reaches a breakpoint, all AUM are charged at this new percentage rate. The fee percentage applied to each portfolio is determined based upon the value of the portfolio on the last day of the previous billing quarter. With the prior consent from each party, CCM combines assets of spouses, children, parents, siblings, partners living at the same address and corporate or trust assets for which any of these individuals act as corporate officer or trustee when determining the fee percentage that will apply to the assets of these individuals and entities. Exceptions may include prior fee arrangements, a divorce of spouses who were both clients as well other exceptions allowed by the firm. Advisory Fees – Cash Management Portfolios Cash Management Portfolios are charged a quarterly advisory fee based on the following schedule: Portfolio Value Annual Fee Percentage Up to $2,999,999 0.50% $3,000,000 to $4,999,999 0.45% $5,000,000 to $9,999,999 0.40% Greater than $10,000,000 0.35% Advisory Fees – PRISM Model Portfolios The advisory fee for the management of PRISM Model Portfolios is 0.90% per annum. While PRISM portfolios are no longer offered to new clients in the Program, some existing clients continue to have PRISM portfolios in the Program. General Fee Disclosures Some clients are under fee schedules that predate our current fee schedules, are not charged a fee, or are charged a lower fee at our discretion. Clients are billed consistent with the fee schedule in place at the time the advisory agreement was executed. a. Payment. Fees are payable quarterly, in advance, upon deposit of funds or securities into the portfolio. An initial payment will be prorated to cover the period from the date the assets are first held by the agreed upon custodian through the end of the current calendar quarter. In cases where transaction costs borne by CCM to generate the funds for the payment of quarterly advisory fees exceed the fee itself, CCM may choose to bill the advisory fee for that account annually in arrears or not bill a client for partial fees that would result in a small payment. From time to time the firm may waive advisory fees for certain clients. Some ER plans impose an annual maximum percentage advisory fee that may be less than the client’s annual fee percentage based upon assets under management at the firm. b. Calculation of Fee. The Firm computes the fee for each full calendar quarter based upon the value of the assets at the close of the market on the last business day (valuation day) of the previous quarter and the applicable fee percentage. For example, a client whose annual fee percentage is 1.25% will be billed for the second quarter based on the value of the assets at the close of business on March 31st (or the last market day of March) according to the following algorithm: Fee = Value of Assets at the End of the Previous Quarter x (0.0125/4) For new advisory assets, a partial fee will be billed based upon the fraction of the quarter for which the agreed upon custodian holds the assets. The Firm uses 91 billable days per calendar quarter for this calculation. As an example, if for this same client the assets fall under management on March 10th, the partial fee for that first quarter will be computed based upon the following algorithm: Fee = Value of the Assets on March 10th x (0.0125/4) x (22/91) c. Computing Market Value. In computing the market value of the portfolio, each equity security listed on a national securities exchange will be valued at the market close on the last market day of the previous calendar quarter. The custodian provides pricing for certain fixed income investments based upon information received from pricing matrix services. The price for any one fixed income instrument may not include such factors as liquidity, position sizes in any one account, or recent news concerning the issuer. The Firm includes accrued interest for fixed income holdings as a part of the market value on client portfolio statements and considers this also a component of the client’s billable assets. We do not include accrued interest for structured products since interest actually paid is contingent upon certain market variables. While we make reasonable efforts to test the reliability of our sources, the Firm cannot guarantee the accuracy and completeness of the information provided to us. Discrepancies with custodial statements may arise due to different methodologies for calculating accrued interest for fixed income investments used by the custodian and the Firm’s portfolio management software. CCM does make a reasonable attempt to verify both securities and fixed income pricing provided by the account custodian using independent sources. Stable value funds are generally priced at $1.00 per unit. d. Additions and Withdrawals. Clients may make additions and withdrawals to the portfolio at any time, subject to IRS and employer constraints and the usual and customary securities settlement procedures. Assets of at least $100,000 deposited to or withdrawn from the portfolio, will generally be charged a pro rata fee based upon the number of days remaining in the quarter in the same manner described in b. Calculation of Fee. The market value of the deposits used in the partial fee calculation will be the value of the deposit on the date of deposit into an advisory account. CCM does not make fee adjustments for partial withdrawals or for the portfolio’s appreciation or depreciation within a billing period. e. Termination. Both CCM and the client have the authority to terminate the advisory relationship at any time. A pro rata refund of fees will be paid to the client according to (b) Calculation of Fee, if either the client or CCM terminate the agreement within a given quarter after the fee for that quarter has been paid. In the case of a client death, CCM will assist beneficiaries with transitioning account(s) consistent with the deceased client’s wishes. In recognition of these continued efforts, we generally do not refund fees that may have been charged to the account(s) for that quarter. f. Payment Method. Authorization to bill specific accounts for fees is contained within the Client Agreement and Client-Relationship Addendum executed by the client and the Firm. The Firm receives advisory fees in one of the following two ways: 1. Deducted from the client’s portfolio, when due. The IAR selects the specific investment within an account to liquidate if needed to generate funds for the payment of the fee. The client should not assume that the custodian determines or verifies the correct calculation of the fee. Authorization for the automatic deduction of fees from client accounts is contained in the Client Agreement and in the custodian’s account application or in a separate custodial authorization form. The client may instruct CCM to debit fees from one account for payment of the fee due for the management of one or more other advisory accounts. Fees for after-tax accounts are not debited from retirement accounts. Quarterly statements provided by the custodian of the account(s) will show the amount of the fee deducted. The client may terminate authorization for automatic fee deduction by notifying CCM or the custodian in writing. 2. Paid by check. Fees not directly debited from a client’s portfolio are paid by check, consistent with an invoice provided by the Firm. Checks should be made payable to Collegiate Capital Management, Inc. g. Clients with Multiple Portfolio Structures. We do not combine assets managed under different portfolio structures (e.g., Customized Investment Advice, Cash Management) for the same client to meet or exceed breakpoints. h. Fees Attributed to Other Accounts. The fee for other accounts may be deducted from an account participating in the Program with the client’s authorization.