Heritage Wealth Management Inc

ITEM 5: FEES AND COMPENSATION

A. Compensation for Advisory Services
As described in greater detail below, HWM charges different types of fees, including fees based on
a percentage of assets under management, fixed fees, hourly fees, and performance fees. The
specific fees charged by HWM for its services will be set forth in the Client’s Agreement.

Fees may be negotiable under certain circumstances at the sole discretion of HWM. In addition,
HWM has full discretion to waive its advisory fees in their entirety. Although HWM believes its
advisory fees are competitive, Clients should be aware that lower fees for comparable services may
be available from other sources.

   1. Fixed and Hourly Fees

 Heritage Wealth Management, Inc.                                                March 2026
 Form ADV Part 2A

For Financial Planning services, the Firm generally charges a fixed fee. The Firm’s fixed fees may
be assessed as a one-time fee, or an ongoing fee dependent upon the services received. Generally,
rates range from $1,500 – $25,000 on a fixed fee basis, based on the scope and complexity of the
requested services, as stipulated in the Agreement. These rates may be negotiated based on the sole
discretion of the Firm.

Clients are generally requested to pay 100% of the fixed or estimated fee upon execution of the
Agreement. If any additional monies are owed, an invoice for services is issued on completion of
the written analysis, which is payable upon receipt. Clients may terminate the Agreement, without
penalty, at any time upon written notice. At the time of termination, any prepaid fees will be
prorated based on the amount of work completed by the Firm as of the date the notice of
termination is received, and any unearned fees will be returned to the Client.

    2. Fees Based on a Percentage of Assets Under Management
The Firm provides investment management services to clients for a fee based upon a percentage of
assets under management as of the close of business on the last business day of the preceding
calendar quarter. For assets invested pursuant to the Firm’s Traditional Portfolio Strategy, the
Firm’s portfolio management fees are calculated and assessed quarterly, in arrears, based on the
following annual percentages:

                        Account Size                    Annual Fees
                        $0 - $5,000,000                 1.00%
                        $5,000,001 - $10,000,000        0.90%
                        $10,000,001 - $15,000,000       0.85%
                        $15,000,001 - $20,000,000       0.80%
                        $20,000,001 +                   0.75% / Negotiable

Client Assets that are invested pursuant to the Firm’s Option Enhanced Portfolio Strategies and/or
Private Placement Strategies will be assessed a fee of 35 basis points or (0.35%) in addition to the
fees expressed in the table above.

The Firm’s fees are not segregated by tier, but rather the Client’s entire assets under management
are assessed the applicable fee. For example, on an account with a balance of $6,000,000 invested
in the Firm’s Traditional Portfolio Strategy, the Firm would not assess a fee of 1% on the first $5
million and .90% on the next $1 million. Rather the Firm would assess a fee of .90% on the entirety
of the $6 million. Further, if the Client has $3,000,000 invested pursuant to the Firm’s Traditional
Portfolio Strategy, and an additional $3,000,000 vested in one of the Firm’s Option Enhanced
Portfolio Strategies, the Firm will assess a fee of 0.90% on assets in the Traditional Portfolio
Strategy, and 1.25% on assets invested in one of the Firm’s Option Enhanced Portfolio Strategies.

The fees for account balances over $20,000,000 will be determined by the size, complexity, and the
amount of time involved in managing the assets.

Investment management fees will be automatically deducted from the Client’s account by the
custodian as soon as practicable following the end of each applicable period. Should a Client open
an account during a quarter, the Firm’s management fee will be prorated based on the number of
days the account was open during the quarter. In the event the Firm’s services are terminated mid-
quarter, any paid, unearned fees will be promptly refunded to the Client. The number of days the

 Heritage Wealth Management, Inc.                                                   March 2026
 Form ADV Part 2A

account was managed during the quarter until termination is used to determine the percentage of
the management fee earned (based on the total number of days in the quarter) and the balance is
refunded.

The Firm will calculate a prorated advisory fee adjustment based on account contributions or
withdrawals (“cash flows”) for accounts billed in arrears. A positive cash flow is refunded for the
number of days that it was not in the account during the billing period. For accounts that have a
tiered fee schedule, the tier breakpoint that the cash flow is refunded at is determined by the
aggregate value. The aggregate value is comprised of the cash flow amount, plus the overall
household value the day prior that the flow occurred (for example, if a client deposited $500,000
on 10/15 and the total household value on 10/14 was $1,500,000; the aggregate value is used to
determine which fee rate the contribution is refunded at is $2,000,000). A negative flow creates a
partial bill based on the number of days that it was in the account during the billing period. For
accounts that have a tiered fee schedule, the distribution is billed at the percentage of the last tier
that the household is billed at for that cycle (for example, an account had a $100,000 distribution
that occurred on 11/15, and the household value on 12/31 is $5,400,000, both the remaining assets
and the $100,000 distribution will be billed at 1.00% pursuant to the Firm’s standard fee structure).
...

ITEM 7: TYPES OF CLIENTS

A. Description
HWM provides discretionary investment supervisory and management services on a continuous
basis to individuals, small business, pension and profit-sharing plans and other ERISA accounts,
pooled investment vehicles, trusts, estates, and business and institutional clients (“Client”).

B. Conditions for Managing Accounts
The Firm generally requires a minimum initial investment of $1,000,000 to open an account, which
could be negotiable by the Firm in its sole discretion. However, the Firm reserves the right to
accept or decline a potential Client for any reason in its sole discretion. Prior to engaging the Firm
to provide any of the investment advisory services described in this Brochure, the Client will be
required to enter into one or more written Agreements with the Firm setting forth the terms and
conditions under which the Firm shall render its services.

To invest in a Fund or any other pooled investment vehicle managed or sponsored by the Firm or
an affiliate thereof, each investor generally is required to certify that it is, among other things, an
“accredited investor” or a “qualified purchaser”, as such terms are defined under applicable U.S.
securities laws. In general, the minimum initial capital commitment for an investor in a Fund will
be $1,000,000, or such lesser amount accepted by the Fund’s general partner in its discretion.

There may be times when certain restrictions are placed by a Client, which prevents HWM from
accepting or continuing to manage the account. HWM reserves the right to not accept and/or
terminate management of a Client’s account if it feels that the Client imposed restrictions which
would limit or prevent it from meeting and/or maintaining its overall investment strategy.

 Heritage Wealth Management, Inc.                                                   March 2026
 Form ADV Part 2A