Proactive Capital Management Inc

Item 5: Fees and Compensation

Method of Compensation and Fee Schedule
 ASSET MANAGEMENT
 PCM offers discretionary direct asset management services to advisory Clients. PCM charges
 an annual investment advisory fee based on the total assets under management as follows:
       Assets Under Management              Annual Fee               Quarterly Fee
              $0 to $250,000                  1.50%                      .375%
          $250,001 to $750,000                1.25%                     .3125%
         $750,001 to $2,500,000               1.00%                       .25%
             Over $2,500,001                  0.75%                     .1875%

 The annual fee may be negotiable based upon certain criteria (e.g., historical relationship,
 type of assets, anticipated future earning capacity, anticipated future additional assets, dollar
 amounts of assets to be managed, related accounts, account composition, negotiations with
 Clients, etc.). Unless noted as a flat fee, the above breakpoints of the schedule of fees are not
 retroactive. Meaning, when a breakpoint is surpassed, the fees assessed are reduced only for
 the assets above each breakpoint. Fees are billed quarterly in advance based on the amount
 of assets managed as of the close of business on the last business day of the previous quarter.
 Lower fees for comparable services may be available from other sources. Clients may
 terminate their account within five (5) business days of signing the Investment Advisory
 Agreement with no obligation and without penalty. Clients may terminate advisory services

 with thirty (30) days written notice. For accounts opened or closed mid-billing period,
 unearned fees will be refunded to the Client. Client shall be given thirty (30) days prior
 written notice of any increase in fees. Any increase in fees will be acknowledged in writing
 by both parties before any increase in said fees occurs.
 FINANCIAL PLANNING AND CONSULTING
 PCM charges a fixed fee of up to $2,500 for financial planning. Prior to the planning process
 the Client will be provided an estimated plan fee. Services are completed and delivered inside
 of sixty (60) days contingent upon timely delivery of all required documentation. Client may
 cancel within five (5) business days of signing Agreement with no obligation and without
 penalty. If the Client cancels after five (5) business days, any unearned fees will be refunded
 to the Client, or any unpaid earned fees will be due to PCM. PCM reserves the right to waive
 the fee should the Client implement the plan through PCM.
 Fees for financial plans are billed 50% in advance with the balance due upon plan delivery.
 ERISA PLAN SERVICES
 The annual fees are based on the market value of the Included Assets and will not exceed 1%.
 The annual fee is negotiable and may be charged as a percentage of the Included Assets or as
 a flat fee. Fees may be charged quarterly or monthly in arrears or in advance based on the
 assets as calculated by the custodian or record keeper of the Included Assets (without
 adjustments for anticipated withdrawals by Plan participants or other anticipated or
 scheduled transfers or distribution of assets). If the services to be provided start any time
 other than the first day of a quarter or month, the fee will be prorated based on the number
 of days remaining in the quarter or month. If this Agreement is terminated prior to the end
 of the billing cycle, PCM shall be entitled to a prorated fee based on the number of days during
 the fee period services were provided or Client will be due a prorated refund of fees for days
 services were not provided in the billing cycle.
 The fee schedule, which includes compensation of PCM for the services is described in detail
 in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees; however,
 the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly or have fees
 deducted from Plan Assets. PCM does not reasonably expect to receive any additional
 compensation, directly or indirectly, for its services under this Agreement. If additional
 compensation is received, PCM will disclose this compensation, the services rendered, and
 the payer of compensation. PCM will offset the compensation against the fees agreed upon
 under the Agreement.

Client Payment of Fees
 Investment management fees are billed quarterly in advance, meaning that we invoice you
 before the billing period. Fees are usually deducted from a designated Client account to
 facilitate billing. The Client must consent in advance to direct debiting of their investment
 account.
 Fees for financial plans are billed 50% in advance with the balance due upon plan delivery.
 PCM, in its sole discretion, may waive its minimum fee and/or charge a lesser investment
 advisory fee based upon certain criteria (e.g., historical relationship, type of assets,

 anticipated future earning capacity, anticipated future additional assets, dollar amounts of
 assets to be managed, related accounts, account composition, negotiations with Clients, etc.).

Additional Client Fees Charged
 Custodians may charge transaction fees on purchases or sales of certain mutual funds,
 equities, and exchange-traded funds. These charges may include mutual fund transaction
 fees, postage and handling and miscellaneous fees.
 For more details on the custodian practices, see Item 12 of this brochure.

Prepayment of Client Fees
 Investment management fees are billed quarterly in advance.
 Fees for financial plans are billed 50% in advance with the balance due upon plan delivery.
 Fees for ERISA 3(21) and/or 3(38) services may be billed in advance.
 If the Client cancels after five (5) business days, any unearned fees will be refunded to the
 Client, or any unpaid earned fees will be due to PCM.

External Compensation for the Sale of Securities to Clients
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Item 7: Types of Clients

Description
 PCM generally provides investment advice to individuals, high net worth individuals, trusts,
 estates, or charitable organizations, corporations or business entities.
 Client relationships vary in scope and length of service.

Account Minimums
 PCM typically requires a minimum of $250,000 to open an account. In certain instances, the
 minimum account size may be lowered or waived.