Pacifica Wealth Advisors Inc

Item	5:	Fees	&	Compensation

        Advisory	Services

        Asset	Management:

        The	maximum	annual	fee	charged	for	this	service	will	not	exceed	2.5%.	Fees	to	be	assessed	will	be
        outlined	in	the	advisory	agreement	to	be	signed	by	the	client.	Annualized	fees	are	billed	on	a	pro-rata
        basis	quarterly	in	arrears	based	on	the	value	of	the	account(s)	on	the	last	day	of	the	quarter.	Fees	are
        negotiable	and	will	be	deducted	from	client	account(s).	Our	firm	bills	on	cash	unless	otherwise	agreed
        to	 in	 writing.	 Adjustments	 will	 be	 made	 for	 deposits	 and	 withdrawals	 during	 the	 quarter.	 In	 rare
        cases,	our	firm	will	agree	to	directly	invoice.	All	securities	held	in	accounts	managed	by	our	firm	will
        be	independently	valued	by	the	Custodian.	Our	firm	will	conduct	periodic	reviews	of	the	Custodian’s
        valuation	to	ensure	accurate	billing.	As	part	of	this	process,	Clients	understand	the	following:

        Sub-Account	Manager	Services:

        For	the	sub-account	manager	services	rendered	to	our	clients,	CW	Henderson	will	charge	an	advisory
        fee	that	will	be	set	forth	in	a	separate	agreement	between	the	client	and	CW	Henderson.	The	terms
        and	 conditions	 under	 which	 the	 client	 shall	 engage	 CW	 Henderson	 shall	 be	 also	 set	 forth	 in	 the
        separate	agreement.
           a) Client	provides	authorization	permitting	Advisor	and	CW	Henderson	to	be	directly	paid	by
               these	terms.;	and
           b) Client’s	independent	Custodian	sends	statements,	at	least	quarterly,	showing	the	market	values
              for	each	security	included	in	the	Assets	and	all	account	disbursements,	including	the	amount
              of	the	advisory	fees	paid	to	Advisor;	and
           c) Advisor	provides	to	Client	a	quarterly	email	with	a	direct	link	to	a	webpage	in	which	Client	can
              access	their	statements	showing	the	fee	amount,	the	value	of	the	assets	upon	which	the	fee	is
              based,	and	the	specific	manner	in	which	the	fee	is	calculated	as	well	as	disclosing	that	it	is	the
              Client’s	responsibility	to	verify	the	accuracy	of	fee	calculation,	and	that	the	Custodian	does	not
              determine	its	accuracy.

        Retirement	Plan	Consulting:

        Our	Retirement	Plan	Consulting	services	are	billed	on	an	hourly	or	flat	fee	basis	or	a	fee	based	on	the
        percentage	 of	 Plan	 assets	 under	 management.	 The	 total	 estimated	 fee,	 as	 well	 as	 the	 ultimate	 fee
        charged,	is	based	on	the	scope	and	complexity	of	our	engagement	with	the	client.	Fees	based	on	a
        percentage	 of	 managed	 Plan	 assets	 will	 not	 exceed	 2.50%.	 The	 fee-paying	 arrangements	 will	 be
        determined	on	a	case-by-case	basis	and	will	be	detailed	in	the	signed	consulting	agreement.

	       ADV	Part	2A	–	Firm	Brochure	                      Page	6	                              Pacifica	Wealth	Advisors,	Inc.

    Other	Types	of	Fees	&	Expenses

    Clients	 will	 incur	 transaction	 fees	 for	 trades	 executed	 by	 their	 chosen	 Custodian,	 via	 individual
    transaction	charges.	Charles	Schwab	&	Co.,	Inc.	(“Schwab”),	does	not	charge	transaction	fees	for	U.S.
    listed	equities	and	exchange	traded	funds.	These	transaction	fees	are	separate	from	our	firm’s	advisory
    fees	and	will	be	disclosed	by	the	chosen	Custodian.	Clients	may	also	pay	holdings	charges	imposed	by
    the	chosen	Custodian	for	certain	investments,	charges	imposed	directly	by	a	mutual	fund,	index	fund,
    or	exchange	traded	fund,	which	shall	be	disclosed	in	the	fund’s	prospectus	(i.e.,	fund	management	fees,
    initial	 or	 deferred	 sales	 charges,	 mutual	 fund	 sales	 loads,	 12b-1	 fees,	 surrender	 charges,	 variable
    annuity	fees,	IRA	and	qualified	retirement	plan	fees,	and	other	fund	expenses),	mark-ups	and	mark-
    downs,	spreads	paid	to	market	makers,	fees	for	trades	executed	away	from	Custodian,	wire	transfer
    fees	and	other	fees	and	taxes	on	brokerage	accounts	and	securities	transactions.	Our	firm	does	not
    receive	a	portion	of	these	fees.

    Termination	&	Refunds

    Either	party	may	terminate	the	advisory	agreement	signed	with	our	firm	for	Asset	Management	service
    in	writing	at	any	time.	Upon	notice	of	termination	pro-rata	advisory	fees	for	services	rendered	 to	the
    point	of	termination	will	be	charged.	If	advisory	fees	cannot	be	deducted,	our	firm	will	send	an	invoice
    for	due	advisory	fees	to	the	client.
    Either	 Party	 to	 a	 Retirement	 Plan	 Consulting	 Agreement	 may	 terminate	 at	 any	 time	 by	 providing
    written	notice	to	the	other	party.	Either	party	must	provide	the	other	party	30	days	written	notice	to
    terminate	 billing.	 Billing	 will	 terminate	 30	 days	 after	 receipt	 of	 termination	 notice.	 Clients	 will	 be
    charged	on	a	pro-rata	basis,	which	takes	into	account	work	completed	by	our	firm	on	behalf	of	the
    client.	 Clients	 will	 incur	 charges	 for	 bona	 fide	 advisory	 services	 rendered	 up	 to	 the	 point	 of
    termination	(determined	as	30	days	from	receipt	of	said	written	notice)	and	such	fees	will	be	due	and
    payable.

        Commissionable	Securities	Sales

        Our	firm	and	representatives	do	not	sell	securities	for	a	commission	in	advisory	accounts.

Item	7:	Types	of	Clients	&	Account	Requirements

        Our	firm	has	the	following	types	of	clients:
           • Individuals	and	High	Net	Worth	Individuals;
           • Corporations,	Limited	Liability	Companies	and/or	Other	Business	Types

        Our	requirements	for	opening	and	maintaining	accounts	or	otherwise	engaging	us:
           • Our	 firm	 requires	 a	 minimum	 account	 balance	 of	 $3,000,000	 for	 our	 Asset	 Management
               service.	Generally,	this	minimum	account	balance	requirement	is	negotiable	at	our	firm’s	sole
               discretion	and	would	be	required	throughout	the	course	of	the	client’s	relationship	with	our
               firm.

	       ADV	Part	2A	–	Firm	Brochure	                     Page	7	                               Pacifica	Wealth	Advisors,	Inc.

            •    Written	financial	plans	are	generally	assessed	a	minimum	fee	of		$5,000.