Torrey-Payne Wealth Management LLC

ITEM 5–FEES AND COMPENSATION
  5a, b, c & d: Fee Schedules, Payments & Options
  Investment Management

                  Assets Under Management                                        Annual Advisory Fee
                            $0 - $999,999                                                   1.00%
                     $1,000,000 - $2,499,999                                                0.75%
                     $2,500,000 - $4,999,999                                                0.50%
                      $5,000,000 and Above                                                  0.25%

    Under this tiered structure fees are charged at a lower rate on assets invested in each succeeding tier. For example, an
    account with $3,000,000 invested will be charged 1% on the first $999,999 (i.e. $9,999), 0.75% for each dollar invested
    between $1,000,00 and $2,499,999 (i.e. $11,250) and 0.50% for each dollar invested between $2,500,000 and $3,000,000
    (i.e. $2,500) for a total fee of $23,749.

  Fees are negotiable. Fees may lower based on a number of factors, including:

      •    Size of the relationship – Larger accounts may receive more favorable pricing.
      •   Accounts within the same household will be combined under a signed householding form for a reduced fee unless
          the client instructs otherwise.
      •   Level of services needed – Accounts requesting more services may have higher fees.
      •   Trading activity and active portfolio management – actively managed accounts generally have higher fees than
          fixed income accounts, buy and hold portfolios, and mutual fund or exchange traded fund accounts.
      •   Comprehensive Financial Planning
      •   Our employees and their family related accounts are charged a reduced fee for services.

  For purposes of determining value, securities and other instruments traded on a market for which actual transaction
  prices are publicly reported are valued at the last reported sale price on the principal market in which they are traded.
  If the investments are not managed assets, they are not included in Torrey-Payne Wealth Management’s fee
  calculation.

  Compensation for our services will be calculated in accordance with what is set in the client agreement. We may modify
  the terms of any agreement by written changes submitted to the client for signature. Changes will not become effective
  until after the client has agreed to the change in writing. While we strive to maintain competitive fees, the same or
  similar services may be available from other firms at higher or lower fees.

  Torrey-Payne Wealth Management requires written authorization from the client to deduct advisory fees from an
  account held by a qualified custodian. Torrey-Payne Wealth Management fees are paid from your account by the
  custodian when we submit an invoice to them. At the same time Torrey-Payne Wealth Management sends the qualified
  custodian written notice of the amount of the fee to be deducted from the client’s account, in all instances, Torrey-Payne
  Wealth Management will send the client a written invoice including the fee, the formula used to calculate the fee, the
  fee calculation itself, the time period covered by the fee and, if applicable, the amount of assets under management on
  which the fee was based. The invoice will contain the name of the custodian on the invoice. We strongly urge you to
  compare our invoices with the fees listed in the custodian account statements.

  Torrey-Payne Wealth Management fees are paid quarterly in advance or arrears as indicated in your investment advisory
  agreement based on the value as of the last business day of the prior quarter, with payment due within 10 days from the

date of the invoice. Our fee is determined by taking the percentage rate we charge, divided by four, multiplied by the
market value of the account. The market value is the sum of the values of all managed assets in the account, not adjusted
by any margin debit.

In cases where there are partial fees at the commencement or termination of our agreement, they will be billed or
refunded on a pro-rated basis contingent on the number of days the account was open. Quarterly fee adjustments for
additional assets received into the account during a quarter or for partial withdrawals will also be provided on the above
pro rata basis. If there is insufficient cash in your account to pay your fees, securities in your portfolio may be sold to
pay our fee.

In addition to our fees, there may be custodial, mutual fund, 12b-1 fees or similar third-party management fees and
charges. See 5c: Third Party Fees below.

Financial Planning & Consulting Fees
Standard Financial Planning and consulting services are complimentary for clients that have investment management services.
Full Financial Planning and consulting services are complimentary for clients with more than $1 million of assets under
management. Full Financial Planning and consulting services are also available for a fixed fee. Services performed on a fixed fee
basis are paid as set forth in our agreement with you. Depending on the size and scope of the project, we may request fees up
front, a partial retainer or to be paid in full upon completion. All invoices are due within ten (10) days of invoice.

Retirement Plan Advisory Services

Fees for portfolio monitoring, retirement plan ERISA planning and consulting services depend on the types of services
that serve the client. We typically use our standard fee schedule. Fees are negotiable depending on the size of the plan
and services rendered. Fees are paid quarterly in advance or arrears as designated in our agreement with you. Fees
billed in advance are based on the value of the assets in the account as of the last business day of the prior quarter.
Fees billed in arrears are based on the value of assets in the account as of the end of the billing cycle on the last business
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ITEM 7 – TYPES OF CLIENTS

   Torrey-Payne Wealth Management generally provides asset management and financial planning services to the following types of
   clients:

           High-Net-Worth Individuals
           Pension and Profit-Sharing Plans
           Trusts
           Estates
           Charitable Organizations
           Churches
           Corporations
           Individuals

   Torrey-Payne Wealth Management does not have an account minimum.