Processus Wealth & Capital Management LLC

Item 5. Fees and Compensation
PWCM offers its services on a fee only basis based upon assets under management. The exact fees and
other terms will be outlined in the agreement between PWCM and the client.

Financial Planning Fees

Our financial planning services are provided at no charge only to clients who have a minimum of $1
million in assets under management for which PWCM is currently receiving an asset management fee.

Investment Management Fee

PWCM provides investment management services for an annual fee based upon a percentage of the
market value of the assets being managed by PWCM. PWCM’s annual fee is exclusive of, and in addition
to brokerage commissions, transaction fees, and other related costs and expenses which are incurred by
the client. PWCM does not, however, receive any portion of these commissions, fees, and costs. PWCM’s
annual fee is prorated and charged monthly, in arrears, based upon the market value of the assets being
managed by PWCM on the last day of the previous month.

Fee Schedule as of March 1, 2024

PORTFOLIO VALUE                                            BASE FEE

Up to $1,000,000                                           1.50%

Next $2,000,000                                            1.25%

Next $2,000,000                                            1.00%

Above $5,000,000                                           0.60%

All new and existing clients will be subject to the new fee schedule. The new fee schedule will be
applied initially on the April 1, 2024, monthly billing period.

Fees charged for our investment management services are negotiable based on the type of client, the
complexity of the client's situation, the composition of the client's account, the potential for additional
account deposits, the type of investment management services to be rendered, the relationship of the

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client with the investment adviser representative and the total amount of assets under management for
the client.

Non-investment related margin services are provided to certain clients at their direction for an annual fee
of 50 basis points based upon the margin balance held within discretionary managed accounts.

Fees Charged by Financial Institutions

As further discussed in response to Item 12 (below), PWCM generally recommends that clients utilize the
brokerage and clearing services of Fidelity Institutional Wealth Services (“Fidelity”) for investment
management accounts.

PWCM may only implement its investment management recommendations after the client has arranged
for and furnished PWCM with all information and authorization regarding accounts with appropriate
financial institutions. Financial institutions include, but are not limited to, Fidelity, any other broker-dealer
recommended by PWCM, broker-dealer directed by the client, trust companies, banks etc. (collectively
referred to herein as the “Financial Institutions”).

Clients may incur certain charges imposed by the Financial Institutions, custodial fees, charges imposed
directly by a mutual fund or ETF in the account, which are disclosed in the fund’s prospectus (e.g., fund
management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes,
wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions.

PWCM’s Agreement and the separate agreement with any Financial Institutions may authorize PWCM to
debit the client’s account for the amount of PWCM’s fee and to directly remit that management fee to
PWCM. Any Financial Institutions recommended by PWCM have agreed to send a statement to the client,
at least quarterly, indicating all amounts disbursed from the account including the amount of management
fees paid directly to PWCM.

Fees for Management During Partial Months of Service

For the initial period of investment management services, the fees are calculated on a pro rata basis.

The Agreement between PWCM and the client will continue in effect until terminated by either party
pursuant to the terms of the Agreement. PWCM’s fees are prorated through the date of termination and
any remaining balance is charged or refunded to the client, as appropriate.

Clients may make additions to and withdrawals from their account at any time, subject to PWCM’s right to
terminate an account. Additions may be in cash or securities provided that PWCM reserves the right to
liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients
may withdraw account assets on notice to PWCM, subject to the usual and customary securities
settlement procedures. However, PWCM designs its portfolios as long-term investments and the
withdrawal of assets may impair the achievement of a client’s investment objectives.

If assets are deposited into or withdrawn from an existing advisory account during a month, the fee due
for that month with respect to such assets will not be adjusted or prorated based on the number of days
remaining in the month unless the deposit or withdrawal represents 10% or more of the account or equals
an amount of $100,000 or greater.

Fees for Retirement Plan Participant Management Services

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As stated in Item 4, PWCM uses a third-party software platform to facilitate discretionary management of
some held away assets for retirement plan participant accounts. The platform allows PWCM to avoid being
considered to have custody of client funds since we do not have direct access to client log-in credentials
stored by the third-party software provider to affect trades. PWCM is not affiliated with the third-party
platform in any way and receives no compensation from them for using the platform. A link will be provided
to the client allowing them to connect an account(s) to the platform. Once client account(s) is connected to
...

Item 7. Types of Clients
PWCM provides its services to individuals, pension and profit-sharing plans, trusts, estates, charitable
organizations, corporations and business entities.

Minimum Account Size

As a condition for starting and maintaining a relationship, PWCM generally imposes a minimum portfolio
size of $1,000,000.

PWCM, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria
including anticipated future earning capacity, anticipated future additional assets, dollar amount of assets
to be managed, related accounts, account composition, pre-existing client, account retention, and pro
bono activities. PWCM only accepts clients with less than the minimum portfolio size if, in the sole opinion
of PWCM, the smaller portfolio size will not cause a substantial increase of investment risk beyond the
client’s identified risk tolerance. PWCM may aggregate the portfolios of family members to meet the
minimum portfolio size.

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  Item 8. Method of Analysis, Investment Strategies and Risk of Loss
Method of Analysis

PWCM’s primary method of analysis is fundamental.

Fundamental analysis involves the fundamental financial condition and competitive position of a
company. PWCM will analyze the financial condition, capabilities of management, earnings, new products
and services, as well as the company’s markets and position amongst its competitors in order to
determine the recommendations made to clients. The primary risk in using fundamental analysis is that
while the overall health and position of a company may be good, market conditions may negatively impact
the security.

Investment Strategies

PWCM was founded on the core principal of providing objective and transparent financial planning and
investment advice to high net worth individuals. PWCM believes the most important step in this process is
getting to know the client. The initial step in the management process is to conduct a thorough analysis of
the client’s needs, goals, desires, and concerns in all their financial and family matters. PWCM uses this
information to develop a comprehensive financial plan that serves as the road map in developing a
customized Investment Policy Statement (“IPS”) and to determine a client’s strategic asset allocation
(“SAA”). PWCM then reviews the expected risk and expected return characteristics of the IPS and SAA
with the client.

Investment Policy Statement

PWCM verifies the overall relationship needs and objectives and addresses any unique circumstances
that a client may have that could impact the SAA and/or any security selection decisions. The IPS
establishes the parameters of PWCM’s Tactical Asset Allocation (“TAA”) decisions, such as the minimum
and maximum weighting in broad asset class categories such as cash, equities, and fixed income. PWCM
also addresses the suitability of alternative investments, such as non-traditional assets as described on
page 10. Finally, the IPS establishes the frequency of PWCM’s performance review meetings, income
needs, capital needs, and identifies the appropriate benchmark for performance comparisons.

Strategic Asset Allocation

The SAA is established based on the client’s needs. The SAA is a static allocation and is only revised
when there is a change in the client’s goals and objectives.

Tactical Asset Allocation

The TAA differs from the SAA in that PWCM makes allocations inside the parameters of the SAA based
on asset class valuations, expectations of the business cycle, and interest rates. In various stages of the
business cycle and interest rate cycle, some asset classes tend to perform better than others. Thus, in
the TAA, PWCM will overweight those asset classes, relative to the SAA that are expected to perform well
and underweight those asset classes, relative to the SAA that PWCM expects to underperform.

Strategies and Security Selection

PWCM invests in individual stocks, equity and fixed income mutual funds, as well as ETFs, in building
client portfolios. PWCM’s Large Cap Core Strategy is a portfolio of individual large cap equities while

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PWCM’s Large Cap Core Plus Strategy utilizes a combination of mutual funds and ETFs in addition to the
individual large cap equity positions. PWCM’s Managed Funds Strategy uses only mutual funds and
ETFs with no allocation to individual stocks.

Large Cap Core Strategy (Individual Stocks)

The Large Cap Core Strategy focuses on companies with a minimum market capitalization of $5 billion
that exhibit strong growth characteristics and are leaders in their respective industry with a dominant
market share position, strong growth rates, product/service innovation, operational efficiency, strong
management teams, and strong balance sheets with cash flows that can support future growth.
Companies that meet the above characteristics while selling at reasonable valuations based on
price/earnings (“P/E”), relative P/E, P/E to earnings per share growth, price/book (P/B), Price to Earnings
Before Interest, Taxes, and Depreciation (“EBITDA”), price/sales, and/or enterprise value to EBITDA are
candidates for purchase. Generally, companies that experience a slowing of their growth characteristics
and/or are trading at or above their expected valuation range are candidates for selling. To manage risk in
this portfolio, PWCM limits sector allocations to a minimum of 50% of the S&P 500 sector and a maximum
of 150% of the S&P 500 sector. The S&P 500 sectors that make up less than 5% of the S&P 500 may be
excluded from the portfolio. The cash allocation target maximum is 10% but can be increased to 25%
during periods of high volatility/uncertainty. PWCM may also utilize covered call writing and protective put
strategies to manage volatility. The portfolio will have a growth style bias.

Mutual Funds and ETFs
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