Pacific Asset Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees (New Clients):

        Total Assets Under Management             Annual Fees
        $1 - $1,000,000                           1.00%

        $1,000,001 - $2,000,000                   0.75%

        $2,000,001 - and up                       0.50%

Existing clients are grandfathered into their original fee structure that was memorialized
in their investment advisory agreement.

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period.

These fees are generally negotiable, and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a

full refund of PAM 's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract generally
with 30 days' written notice.

Pension Consulting Services Fees (New Clients)

Asset-Based Fees for Pension Consulting

        Total Assets Under Management          Annual Fee
        $1 - $1,000,000                        1.00%

        $1,000,001 - $2,000,000                0.75%

        $2,000,001 - and up                    0.50%

Existing clients are grandfathered into their original fee structure that was memorialized
in their investment advisory agreement.

The advisory fee is calculated using the value of the assets on the last business day of the
prior billing period

These fees are generally negotiable, and the final fee schedule will be memorialized in the
client’s advisory agreement.

Clients may terminate the agreement without penalty for a full refund of PAM 's fees
within five business days of signing the Investment Advisory Contract. Thereafter, clients
may terminate the pension consulting agreement generally with 30 days' written notice.
PAM bills based on the balance on the first day of the billing period

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Fees are paid in advance.

Payment of Pension Consulting Fees

Asset-based pension consulting fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis or may be invoiced and billed
directly to the client on a quarterly basis. Clients may select the method in which they are
billed. Fees may be paid either in advance or in arrears.

       C. Client Responsibility For Third Party Fees

       Clients are responsible for the payment of all third party fees (i.e. custodian fees,
       brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
       distinct from the fees and expenses charged by PAM. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Prepayment of Fees

       PAM collects fees in advance. Refunds for fees paid in advance but not yet earned will be
       refunded on a prorated basis and returned within fourteen days to the client via check or
       return deposit back into the client’s account.

       For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
       the fees collected in advance minus the daily rate* times the number of days elapsed in
       the billing period up to and including the day of termination. (*The daily rate is calculated
       by dividing the annual asset-based fee rate by 365.)

       E. Outside Compensation For the Sale of Securities to Clients

       Neither PAM nor its supervised persons accept any compensation for the sale of
       investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

Item 7: Types of Clients

PAM generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Pension and Profit Sharing Plans
       ❖      Corporations or Business Entities

There is a $250,000 account minimum for any of PAM ’s services. Account Minimums may be
waived or altered on a case by case basis.