Sonoma Private Wealth LLC

Item 5 Fees and Compensation
Portfolio Management Services
Our fee for portfolio management services is based on a percentage of the assets in your account and
is set forth in the following annual fee schedule:

                                          Annual Fee Schedule

            Assets Under Management                                        Annual Fee
                  Under $1MM                                                 1.25%

                    Over $1MM                                                1.00%

Portfolio Management Services
Our annual fee for portfolio management services varies between 0.25% to 1.25% depending upon the
market value of your assets under our management, the type and complexity of the asset management
services provided, as well as the level of administration requested either directly or assumed by the
client. Assets in each of your account(s) are included in the fee assessment unless specifically
identified in writing for exclusion.

Our annual portfolio management fee is billed and payable, quarterly in advance, based on the
account balance on the last day of the previous quarter.

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client. Our advisory fee is
negotiable, depending on individual client circumstances.

At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values will increase the asset total, which can result in you paying a reduced advisory fee
based on the available breakpoints in our fee schedule stated above.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when you have given our firm written authorization
permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an
account statement to you at least quarterly. These account statements will show all disbursements
from your account. You should review all statements for accuracy.

Either party may terminate the portfolio management agreement upon 15 days prior written notice. You
will incur a pro rata charge for services rendered prior to the termination of the portfolio management
agreement, which means you will incur advisory fees only in proportion to the number of days in the
quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you
will receive a prorated refund of those fees.

Financial Planning Services
Depending on the arrangements made at the inception of the engagement, we will charge either a
fixed fee or an hourly rate for financial planning services. In the event we charge a fixed fee, our fee is
typically $3,500 for a financial plan. The first half of the estimated fee is due in advance of services
rendered with the remaining balance payable upon completion of the contracted services. Our fees for

financial planning services are payable by check and due upon receipt of the invoice. The fee is
negotiable depending upon the complexity and scope of the plan, your financial situation, and your
objectives. We do not require you to pay fees six or more months in advance. Should the engagement
last longer than six months between acceptance of financial planning agreement and delivery of the
financial plan, any prepaid unearned fees will be promptly returned to you less a pro rata charge for
bona fide financial planning services rendered to date.

We charge an hourly fee of $350 for financial planning services, which is negotiable depending on the
scope and complexity of the plan, your situation, and your financial objectives. An estimate of the total
time/cost will be determined at the start of the advisory relationship. In limited circumstances, the
cost/time could potentially exceed the initial estimate. In such cases, we will notify you and request that
you approve the additional fee.

At our discretion, we can offset our financial planning fees to the extent you implement the financial
plan through our Portfolio Management Service.

Either party may terminate the financial planning agreement upon written notice to our firm. If you have
pre-paid financial planning fees that we have not yet earned, you will receive a prorated refund of
those fees. If financial planning fees are payable in arrears, you will be responsible for a prorated fee
based on services performed prior to termination of the financial planning agreement.

Selection of Other Advisers
Advisory fees charged by TPMMs are separate and apart from our advisory fees. Assets managed by
TPMMs will be included in calculating our advisory fee, which is based on the fee schedule set forth in
the Portfolio Management Services section in this brochure. Advisory fees that you pay to the TPMM
are established and payable in accordance with the brochure provided by each TPMM to whom you
are referred. Depending on the TPMM selected, these fees might be negotiable. The total fees
charged by both parties will not exceed 3% of assets under management per year. You should review
the recommended TPMM's brochure and take into consideration the TPMM's fees along with our fees
to determine the total amount of fees associated with this program.

You will be required to sign an agreement directly with the recommended TPMM(s). You may
terminate your advisory relationship with the TPMM according to the terms of your agreement with the
TPMM. You should review each TPMM's brochure for specific information on how to terminate your
...

Item 7 Types of Clients
We offer investment advisory services to individuals (other than high net worth individuals), high net
worth individuals, and charitable organizations.

In general, we require a minimum of $1,000,000 to open and maintain an advisory account. At our
discretion, we may waive this minimum account size. For example, we can waive the minimum if you
appear to have significant potential for increasing your assets under our management.

We can also combine account values for you and your minor children, joint accounts with your spouse,
and other types of related accounts to meet the stated minimum.