Foothills Advisors LLC

Item 5: Fees and Compensation
Method of Compensation and Fee Schedule
 ASSET MANAGEMENT
 Foothills offers discretionary direct asset management services to advisory Clients.
 Foothills charges an annual investment advisory fee based on the total assets under
 management as follows:
        Assets Under Management            Maximum Annual Fee               Monthly Fee
               All Accounts                      1.50%                        .125%
 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.). Fees are billed monthly in arrears based on the amount of
 assets managed as of the close of business on the last business day of the month. If margin
 is utilized (on a legacy basis only), the fees will be billed based on the net asset value of the
 account. 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. Thereafter, clients may
 terminate advisory services with thirty (30) days written notice. For accounts opened or
 closed mid-billing period, any unpaid earned fees will be due to Foothills. 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.
 From time to time, Foothills may engage the services of a Sub-Advisor to manage Clients’
 investment portfolios. Foothills will enter into Sub-Advisor agreements with other
 registered investment advisor firms. When using Sub-Advisors, the Client will pay
 additional fees that range between 0.25% - 0.50% depending on the asset allocation as
 shown below. The Sub-Advisor fees will be disclosed to and acknowledged by the Client in
 Foothills’ Investment Advisory Agreement. The Sub-Advisor’s fees and the custodian’s fees
 are not included in the fees charged by Foothills.
     Allocation Managed by Sub-Advisor                            Annual Fee
             100% Fixed Income                                      0.25%
      10% Equity & 90% Fixed Income                                 0.28%
      20% Equity & 80% Fixed Income                                 0.30%
      30% Equity & 70% Fixed Income                                 0.33%
      40% Equity & 60% Fixed Income                                 0.35%
      50% Equity & 50% Fixed Income                                 0.38%
      60% Equity & 40% Fixed Income                                 0.40%
      70% Equity & 30% Fixed Income                                 0.43%
      80% Equity & 20% Fixed Income                                 0.45%
      90% Equity & 10% Fixed Income                                 0.48%
                100% Equity                                         0.50%

 FINANCIAL PLANNING AND CONSULTING
 Services are completed and delivered inside of thirty (30) days contingent upon timely
 delivery of all required documentation.
 Financial Planning services are only offered to Portfolio Management clients and is
 complimentary.
Client Payment of Fees
 Investment management fees are billed monthly in arrears, meaning that we deduct our
 fees after the billing period. Fees are usually deducted from a designated Client account to
 facilitate billing. The Client must consent in writing in advance to direct debiting of their
 investment account. For more information see Item 15.
 Foothills, in its sole discretion, may 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 (ETF’s). These charges may include mutual fund
 transaction fees, postage and handling, and miscellaneous fees. ETF’s and other mutual
 funds have internal and other management fees that are disclosed in each ETF or Mutual
 Fund’s prospectus. For more details on the brokerage practices, see Item 12 of this
 brochure.
Prepayment of Client Fees
 Foothills does not require any prepayment of fees.
 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 Foothills.
External Compensation for the Sale of Securities to Clients
 Investment Advisor Representatives of Foothills receive external compensation from sales
 of investment related products such as insurance as licensed insurance agents. This
 represents a conflict of interest because it gives an incentive to recommend products based
 on the commission received. This conflict is mitigated by disclosures, procedures, and
 Foothills’ fiduciary obligation to place the best interest of the Client first and Clients are not
 required to purchase any products or services. Clients have the option to purchase these
 products through another insurance agent of their choosing. Item 6: Performance-Based
 Fees and Side-by-Side Management
Sharing of Capital Gains
 Fees are not based on a share of the capital gains or capital appreciation of managed
 securities and therefore does not engage in side-by-side management.

Item 7: Types of Clients
Description
 Foothills generally provides investment advice to individuals, high net worth individuals,
 and corporations or business entities. Client relationships vary in scope and length of
 service.
Account Minimums
 Foothills does not require a minimum to open an account.