Valley Wealth Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

   Total Assets Under Management              Annual Fees
   All Assets                                 Up to 1.50%

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period.

Valley Wealth Management charges annual management fees of up to 1.5% of a client’s

assets. The specific fee rate is agreed upon in the client’s advisory agreement and may
vary based on account size, complexity, and services provided. Fee rates are subject to
negotiation. The advisory fee is calculated using the value of the assets in the Account
on the last business day of the prior billing period.

The final fee schedule will be memorialized in the client’s advisory agreement. Clients
may terminate the agreement without penalty for a full refund of VWM's fees within five
business days of signing the Investment Advisory Contract. Upon termination, any
prepaid unearned advisory fees will be calculated on a pro rata basis through the date of
termination and refunded promptly to the client. Thereafter, clients may terminate the
Investment Advisory Contract immediately upon written notice.

The Firm does not receive 12b-1 fees or other ongoing distribution or servicing fees in
connection with client assets held in advisory accounts. Clients are not charged any
additional fees by the Firm as a result of investments in mutual funds or exchange-
traded funds beyond the Firm’s advisory fee and the internal expenses of the investment
products.

LPL Financial Sponsored Advisory Program Fees

The account fee charged to the client for the LPL advisory program is negotiable. The
maximum advisory account fee is 2.00% for OMP. However, VWM in its sole discretion
may charge a lesser investment management fee based upon certain criteria (e.g.,
anticipated future earning capacity, anticipated future additional assets, dollar amount of
assets to be managed, related accounts, account composition, negotiation with client,
strategies to be applied, etc.) which will be set forth in the Agreement. LPL serves as
program sponsor, investment advisor and broker-dealer for the LPL advisory program.
VWM and LPL share in the account fee. All services provided through LPL rely upon LPL
to administer the program and, depending upon the program, to actually manage client
assets. When assets are held in LPL-sponsored advisory programs, clients pay a single
asset-based fee that is shared between LPL and VWM. The portion retained by VWM
creates a financial incentive to recommend LPL-sponsored programs over other available
options.

B. Payment of Fees
Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Fees are paid in advance.

Payment of LPL Financial Sponsored Advisory Program Fees

Account fees are payable quarterly in advance. Fees are collected by LPL, then VWM’s
portion is sent to VWM.

C. Client Responsibility for Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by VWM. VWM does not directly receive any
compensation from these fees. Please see Item 12 of this brochure regarding broker-
dealer/custodian.

D. Prepayment of Fees

VWM collects fees in advance. Refunds for fees paid in advance but not yet earned will
be refunded on a prorated basis and returned within fourteen days to the client via check,
or return deposit back into the client’s account.

For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
the fees collected in advance minus the daily rate* times the number of days elapsed in
the billing period up to and including the day of termination. (*The daily rate is calculated
by dividing the annual asset-based fee rate by 365.)

E. Outside Compensation for the Sale of Securities to Clients

Lawrence Michael Mroczkowski is a registered representative of a broker-dealer and an
insurance agent and in these roles, accepts compensation for the sale of investment
products to VWM clients.

1. This is a Conflict of Interest

   Supervised persons may accept compensation for the sale of investment products,
   including asset-based sales charges or service fees from the sale of mutual funds to
   VWM's clients. This presents a conflict of interest and gives the supervised person an
   incentive to recommend products based on the compensation received rather than on
   the client’s needs. While a client generally pays a fee to their Investment Advisor
   Representatives on an advisory account based on the value of account assets and not the
   number of transactions, in their capacities as Registered Representatives, an Investment
   Advisor Representative can offer securities and receive a commission, markup, or markdown
   on each transaction. When recommending the sale of investment products for which the
   supervised persons receive compensation, VWM will document the conflict of interest
   in the client file and inform the client of the conflict of interest.

   Our Investment Advisor Representatives do not receive these 12b-1 fees in relation
   to managed investment advisory accounts in their role as Registered
   Representatives. This conflict is mitigated by disclosures, procedures and VWM’s
   fiduciary obligation to place the best interest of the client first. Moreover, clients are
   not required to engage the broker-dealer or its representatives if they do not wish to.
   More information on this can be found in the respective Investment Advisor
   Representative’s Form U4 and ADV 2B

       2. Clients Have the Option to Purchase Recommended Products from Other
          Brokers
...

Item 7: Types of Clients

VWM generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Corporations or Business Entities

There is no minimum account size for any of VWM’s services and clients are not required to have a
certain amount of investment experience or sophistication.

A minimum account value of $10,000 is required for OMP. In certain circumstances, LPL will
permit a lower minimum account size.