Passive Capital Management LLC

Item 5 – Fees and Compensation
The Adviser is compensated for investment management services based on clients’ assets under
management. Fees are based on the market value of assets on the last business day of the
preceding quarter, are payable quarterly in arrears and are prorated for accounts opened during
the quarter. Fees are directly deducted from client accounts. Fees are negotiable when an
Investment Adviser Representative had a relationship with a client through a previous employer.
If a client was subject to lower fee breakpoints, a fee schedule similar to the fee schedule that
was in effect with the previous employer may be negotiated. The Adviser may also negotiate fees
based upon additional business opportunities, family relationships and other factors.

      0.80% of the initial $1,000,000

      0.60% of the next $4,000,000
      0.40% on the next $5,000,000
      0.20% on amounts over $10,000,000

The account custodian may charge fees, which are in addition to and separate from advisory fees.
Custodians may charge accounts for transaction, retirement plan and administration fees. Mutual
funds and ETFs have annual expenses and may assess other fees, which are in addition to and
separate from advisory fees, these are described in each fund’s prospectus. Advisory clients
should note that fees for comparable services vary and lower or higher fees for comparable
services may be available from other sources.

Termination

Clients will have a period of five (5) business days from the date of signing an advisory agreement
to unconditionally rescind the agreement and receive a full refund of all fees. Thereafter, either party
may terminate the advisory agreement at any time.

Since fees are payable after services are provided, there are no unearned fees and the client is
not due a refund upon early termination of an investment advisory contract. However, the
Adviser’s fees are prorated to the date of termination.

Item 7 – Types of Clients
The Adviser provides advisory services to:

      Individuals, including their trusts, estates, 401(k) plans and IRAs and those of their family
       members
      High net worth individuals – Individuals who are “qualified clients” under rule 205-3 of the
       Advisers Act of 1940 or are “qualified purchasers”.
      Business entities including corporations
      Pension and profit-sharing plans (other than plan participants)
      Charitable or nonprofit organizations – This may include social welfare organizations,
       agricultural/horticultural organizations, labor organizations, business leagues or trade
       associations and entities that operate for purposes that are religious, artistic, literary,
       charitable, scientific, educational or in the interest of public safety.

Account Minimums

The Adviser does not impose a minimum account requirement on clients.