Sterling Wealth Advisors Inc

Item 5          Fees and Compensation

   A. Clients can engage the Adviser to provide combined discretionary investment
      advisory services and comprehensive financial planning and/or consulting services
      or discretionary investment advisory services on a fee-only basis under the
      following terms and conditions.

         Investment Advisory Services
         Financial Planning and Investment Advisory Services
         If a client engages Adviser to provide ongoing financial planning and discretionary
         investment advisory services, Adviser generally requires a minimum annual
         financial planning fee of $8,000 (but the amount varies depending upon the
         complexity and scope of the services required) plus a fee for investment advisory
         services based on a percentage of the market value of the assets placed under
         the Adviser’s management on a tiered basis as follows:

                Market Value of Portfolio                                     % of Assets
                First $0 to $1,000,000                                        1.25%
                Additional Assets between $1,000,001-$2,000,000               1.00%
                Additional Assets between $2,000,001-$4,000,000               0.75%
                Additional Assets exceeding $4,000,000                        0.50%

         The annual financial planning portion of the fee is prorated and charged on a
         quarterly basis as described below. The investment advisory service portion of the
         fee is paid quarterly, in advance, based upon the market value of the assets on the
         last day of the previous quarter.

Investment Advisory Services Only
Clients can engage the Adviser to provide discretionary investment advisory
services on a fee-only basis. Adviser’s negotiable annual investment advisory fee
for this service is equal to 1.50% of the value of assets under management. The
investment advisory services fee is paid quarterly, in advance, based upon the
market value of the assets on the last day of the previous quarter.

Minimum Fees and Investment Advisory Fees in General
Adviser generally requires an annual minimum fee of $17,000 for combined
financial planning and investment advisory services. Therefore, clients subjected
to that minimum fee who maintain less than $720,000 in assets under
management will pay more than as referenced in the above fee schedule.
Likewise, Adviser generally requires an annual minimum fee of $6,000 for
investment advisory services only. Therefore, clients subjected to that minimum
fee who maintain less than $400,000 in assets under management will pay more
than the 1.50% fee referenced above.

Unless Adviser expressly agrees otherwise in writing, account assets consisting of
cash and cash equivalent positions are included in the value of an account’s assets
for purposes of calculating Adviser’s advisory fee. Clients can instruct Adviser not
to maintain (or to limit the amount of) cash or cash equivalent positions in their
account.

Adviser, in its sole discretion and in limited circumstances, may agree or may have
agreed to waive or reduce its minimum fee requirements or negotiate its fee
schedules based upon certain criteria that include but are not limited to anticipated
future earning capacity, anticipated future additional assets, dollar amount of
existing assets to be managed, related accounts, complexity of the engagement,
relationship between the client and Adviser or its representatives, negotiations,
and account composition. Certain clients may have accepted different service
offerings from Adviser and may therefore receive similar services under different
fee schedules than as set forth above. As a result of these factors, similarly situated
clients could pay different fees which correspondingly impacts a client’s net
account performance. The services to be provided by Adviser to any particular
client could be available from other advisers at lower fees, and certain clients may
have fees different than those specifically set forth above.

Financial Planning and Consulting Services (Stand-Alone)
In addition to the combined investment advisory and financial planning services
set forth above, the Adviser offers the following financial planning and consulting
services on a negotiable stand-alone basis:

Financial Overview
The fee for a Financial Overview ranges between $3,000 and $25,000 depending
upon complexity, which is payable upon engagement. In the event that the client
engages the Adviser to provide combined investment advisory and financial
planning services set forth above, a credit equal to half of the amount paid for the
Financial Overview will be provided to the client on the next quarterly statement.

   Consulting Project/Retainer
   Services under the project retainer are typically provided on a flat-fee basis ranging
   between $5,000 and $40,000, or on an hourly-rate basis at $350 per hour. These
   fees vary depending upon the complexity and scope of the services required. Flat
   fee project retainers are typically due in full at the beginning of the engagement.
   However, in Adviser’s sole discretion, fees may be paid with one-half due at the
   beginning of the engagement and the remainder upon completion. These services
   may include Complete Financial Review, Investment Plan, Retirement Plan, Estate
   and Tax Planning, etc.

   The following services are not included in any of the above service offerings, which
   will be billed separately at a rate of $350 per hour for a minimum fee of $1,500:
   estate settlement assistance, separation of marital or partnership asset calculation
   and implementation assistance, and terminal illness planning.

B. Clients may elect to have the Adviser’s advisory fees deducted from their custodial
   account. The applicable form of agreement between the client and Adviser, and
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Item 7          Types of Clients

         The Adviser offers advisory services to individuals, high net worth individuals,
         pension and profit sharing plans, trusts and estates, etc. Adviser generally requires
         an annual minimum fee of $17,000 for combined financial planning and investment
         advisory services. Therefore, clients subjected to that minimum fee who maintain
         less than $720,000 in assets under management will pay more than as referenced
         in the above fee schedule. Likewise, Adviser generally requires an annual
         minimum fee of $6,000 for investment advisory services only. Therefore, clients
         subjected to that minimum fee who maintain less than $400,000 in assets under
         management will pay more than the 1.50% fee referenced in the above fee
         schedule. The Adviser, in its sole discretion, may waive or reduce its annual
         minimum fee requirement based upon certain criteria (e.g., anticipated future
         earning capacity, anticipated future additional assets, existing dollar amount of
         assets to be managed, related accounts, complexity of the engagement,
         relationship between the client and Adviser or its representatives, account
         composition, negotiations with client, etc.).