Gates Pass Advisors LLC

Item 5 – Fees and Compensation

A      Our Fees. A description of the fees we charge for our advisory services is set forth in this Item 5.
       As a general matter, all fees payable to Gates Pass are set forth in a written investment advisory
       agreement to be entered with the client prior to the commencement of our services. The fees we

                              GATES PASS ADVISORS, LLC
                             Form ADV Part 2A – Firm Brochure

charge clients may be amended from time-to-time in our discretion, but only upon thirty (30) days’
prior written notice to you.

In consideration of our services, you will pay Gates Pass a fee quarterly in advance in accordance
with one of the options discussed below. In certain instances, the agreement may be structured so
that the fees are paid for an initial period (e.g., 2-3 months), then on a regular monthly basis
thereafter. Payments of our fees are generally due within 10 days of invoicing.

Fees which are calculated based on the level of your assets under management fee (an “asset-based
fee”) shall be calculated quarterly, based on the market value of the account at the beginning of
each quarter. The market value equals the sum of the values of all assets in your account, including
cash balances. Fees will be adjusted on a pro-rata basis for partial billing periods (based on the
number of days that services are provided) and for mid-period additions and withdrawals of assets
to or from your account (based on the transaction date).

For purposes of determining value, securities and other instruments traded on a market for which
actual transaction prices are publicly reported shall be valued at the last reported sale price on the
principal market in which they are traded (or, if there shall be no sales on such date, then at the
mean between the closing bid and asked prices on such date). Other readily marketable securities
shall be priced using a pricing service or through quotations from one or more dealers. All other
assets shall be valued at fair value by Gates Pass, whose determination shall be conclusive.

Combined Financial Planning with Wealth Management Fees: Gates Pass charges fees for these
services under one of the following three fee structures. These fees are negotiable.

    1. Annual Fixed Fee – For ongoing financial planning, consulting, and portfolio management
       services, you will pay a fixed annual fee, the dollar amount of which shall vary depending
       upon various subjective and objective factors, including the anticipated scope of the
       portfolio management, financial planning, and consulting services to be provided and the
       amount of assets under management. The annual fixed fee is adjusted annually on January
       1 by a percentage equal to the greater of (1) the increase in the Consumer Price Index for
       All Urban Customers (“CPI-U”) over the previous 12 months, or (2) +2.00%. The CPI-U
       is a measure that examines the changes in the price of a basket of goods and services
       purchased by urban consumers as measured by the United States Bureau of Labor
       Statistics.

    2. Annual Fixed Fee Plus a Percentage (%) of Assets Under Management – For ongoing
       financial planning, consulting, and portfolio management services, you will pay an annual
       fee comprised of the following two components: (1) a fixed fee, and (2) a fee based on a
       percentage of your assets under management (“AUM”). The dollar amount of the fixed fee
       shall vary depending upon various subjective and objective factors, including the
       anticipated scope of the portfolio management, financial planning, and consulting services
       to be provided and the amount of your AUM. In subsequent years, the client’s fixed fee
       will be adjusted annually on January 1 by a percentage equal to the greater of (1) the
       increase in the CPI-U over the previous 12 months, or (2) +2.00%. The percentage AUM
       fee will not exceed the amounts listed in the “Percentage of Assets Under Management”
       section below. The total fee charged to a client under this Annual Fixed Fee Plus a
       Percentage of Assets Under Management structure will not exceed 3.00% of your AUM.

                                  GATES PASS ADVISORS, LLC
                                 Form ADV Part 2A – Firm Brochure

        3. Percentage (%) of Assets Under Management – The annual percentage (%) fee shall
           depend upon the dollar amount of AUM, ranging between .25% and 1.00%.

    Stand-Alone Financial Planning Fees: Fees for initial financial planning services are generally set
    at a fixed fee of not less than $5,000. Fees for updates to financial plans are generally set at a fixed
    fee of not less than $2,000. The specific amount of the fixed fee to be charged is determined by
    Gates Pass based on the anticipated scope of the financial planning services to be provided and will
    be set forth in written financial planning agreement to be executed with the client prior to the
    commencement of our services. Services performed on a fixed fee basis typically require a retainer
    equal to one-half the fixed fee, payable upon execution of the agreement. The remaining balance
    will be billed and due upon completion of the engagement. Financial planning services can also be
    set at a fixed fee for an initial period, such as the first 2-3 months, then charged on a monthly basis
    thereafter for a period of months. The estimated time frame to completion is reviewed with the
    client in advance of proceeding with the plan. Notwithstanding the above, financial planning fees
    are generally negotiable.

B   Direct Fee Deduction. Fees for our services (including services provided by any Independent
    Managers) may be paid by direct deduction from the client’s account held at the Custodian upon
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Item 7 – Types of Clients

Gates Pass typically provides services to individuals and high net-worth individuals. New accounts
accepted by Gates Pass will be subject to a minimum liquid net worth requirement of $2,000,000 and a
minimum annual fee of $10,000 for ongoing wealth management services. As described in Item 5, fees for
initial financial planning services are generally set at a fixed fee of not less than $5,000. Fees for updates
to financial plans are generally set at a fixed fee of not less than $2,000. We may waive any of the foregoing
minimum requirements in our sole discretion on a per client basis.