Holder Wealth Management Inc

Item 5:Fees and Compensation

A. Methods of Compensation and Fee Schedule
 A.1. Asset-Based Fee Schedule
Compensation to the firm for investment advisory services will be
calculated in accordance with the terms of the investment advisory
services agreement. No fees are required to be paid before investment
advisory services are provided. HWM's investment advisory fees are
based upon the client's assets under management, and generally follow
this fee schedule:

  Market Value of Assets                  Annual Fee Rate
  Less than or equal to $1,000,000        1.00% on
  Greater than $1,000,000 but less than   0.75% on
  Greater than or equal to $2,000,000     Negotiable

HWM does not require its clients to maintain a minimum amount of
assets as a condition to opening or maintaining an investment advisory
relationship with the     firm, although clients who     contract for
services with HWM generally have $100,000 in investment assets. HWM
may, in its sole discretion, discount its fees or negotiate fees
different from those specified above.
Fees are paid on a quarterly basis in arrears. The quarterly fee will
be equal to the applicable annual percentage rate (%) divided by 4
(“period effective rate”), multiplied by the net asset value of the
client's account(s) on the last business day of the quarter being
billed. HWM will mail a billing statement to the client detailing the
computation of quarterly fees. The client and the client’s custodian
or broker-dealer will be invoiced at the end of each calendar quarter.
The fees will be prorated if the investment advisory relationship
commences otherwise than at the beginning of a calendar quarter.
The client authorizes the qualified custodian to automatically deduct
the fee and other charges from the assets in the account when due,
with such payments to be reflected on the next account statement sent
to the client. If insufficient cash is available to pay such fees,
securities in an amount equal to the balance of unpaid fees will be
liquidated to pay for the unpaid balance. In the event the client has
an ERISA-governed plan, fee modifications must be approved in writing
by the client.
A client investment advisory agreement may be canceled at any time by
either party upon f i v e d a y s ’ written notice. Upon termination any
earned, unpaid fees will be due and payable.

                           Part 2A of Form ADV: HWM

                                                    Item 5: Fees and

 A.2. Hourly Fee-Based Investment Consulting
HWM estimates that a representative simple plan for its hourly fee-
based investment consulting services can be expected to take four to
six   hours to prepare. Therefore, projected fees for a simple
investment consulting plan are generally expected to be between $1,000
and $1,500.
Fees are billed monthly in arrears as services are performed.
If, during HWM's provision of the hourly fee-based investment
consulting services and prior to the firm's providing the plan to a
client, the client decides that he or she no longer wishes to obtain
the hourly fee-based investment consulting plan, the client must
inform HWM that he or she no longer wishes to receive the hourly fee-
based investment consulting plan.
At the time HWM receives notice from the client that the client no
longer wishes to receive the hourly fee-based investment consulting
plan, HWM shall determine the number of hours of hourly fee-based
investment consulting services it has performed to that point and
charge the client its standard hourly rate for any remaining unbilled
services.

 A.3. Financial Planning Fees
HWM's fees for providing any financial planning services are $250.00
per   hour.  The   fees  for financial    planning  services  are   not
negotiable. There is no minimum net worth size or minimum portfolio
size that a client must have to retain the firm for financial planning
services. HWM estimates that a representative simple plan for its
hourly fee-based investment consulting services can be expected to
take four to six hours to prepare. Therefore, projected fees for a
simple investment consulting plan are generally expected to be between
$1,000 and $1,500.
Fees are billed monthly in arrears as services are performed.

B. Client Payment of Fees
 B.1. Payment of Asset-Based Fees
HWM has authority to deduct advisory fees directly from client accounts
pursuant to the written client agreements. Clients receive a statement
from the qualified custodian, at least quarterly, indicating all amounts
disbursed from the account. Upon request, a client may instead choose to
be billed separately for the fees incurred.

 B.2. Payment of Financial Planning Fees
In the event of hourly fee-based investment consulting or financial
planning fees, HWM will invoice the client on a monthly basis in
arrears.

                         Part 2A of Form ADV: HWM

                                                    Item 5: Fees and

C. Additional Client Fees Charged
All fees paid     for investment advisory   services are separate and
distinct from the fees and expenses charged by exchange-traded funds,
mutual   funds,  private  placements,  broker-dealers, and  custodians
retained by clients. Such fees and expenses are described in each
exchange-traded fund and mutual fund’s prospectus, each private
placement’s confidential offering memoranda, and by any broker-dealer
or custodian retained by the client. Clients are advised to read these
materials carefully before investing. If a mutual fund also imposes
sales charges, a client may pay an initial or deferred sales charge
as further described in the mutual fund’s prospectus. A client using
HWM may be precluded from using certain mutual funds or separate
account managers because they may not be offered by the client's
custodian.
Please refer to the Brokerage        Practices  section (Item 12)      for
additional information regarding the firm’s brokerage practices.

D. Fees in advance
...

Item 7:Types of Clients
HWM offers its investment services to various types of clients,
including individuals and high-net-     worth individuals, trusts and
estates, pension and profit sharing plans, charitable organizations,
corporations, and other legal entities.
HWM does not require its clients to maintain a minimum amount of
assets as a condition to opening or maintaining an investment advisory
relationship with the firm, although clients who contract for services
with HWM generally have $100,000 in investment assets.

                        Part 2A of Form ADV: HWM