Valley Wealth Managers Inc

Item 5 – FEES AND COMPENSATION

A. Advisory Fees
VWM Investment Strategies
VWM’s annual investment management fee for the VWM Investment Strategies is charged as a
percentage of a client’s assets under management, generally in accordance with the following
fee schedule:

          Assets Under Management (Ranges)                    Annual Rate        Quarterly Rate
 First $500,000               $     -         $500,000        1.25%              0.3125%
 Next $2.5 million or        $500,001         $3,000,000      1.00%              0.2500%
 portion
 Next $2 million or          $3,000,001       $5,000,000      0.80%              0.2000%
 portion
 Next $10 million or         $5,000,001       $15,000,000     0.65%              0.1625%
 portion
 Next $10 million or         $15,000,001      $25,000,000     0.60%              0.1500%
 portion
 Next $25 million or         $25,000,001      $50,000,000     0.55%              0.1375%
 portion
 Balance over $50 million    $50,000,001              +       0.50%              0.1250%

Minimum Quarterly Fee: $1,250 per quarter

Fees for fixed income only accounts:
          Assets Under Management (Ranges)                     Annual Rate       Quarterly Rate
 First $3 million            $     -          $3,000,000      0.50%              0.1250%
 Next $2 million or          $3,000,001       $5,000,000      0.40%              0.1000%
 portion
 Balance over $5 million     $5,000,001           +           0.30%              0.0750%

Minimum Quarterly Fee: $1,250 per quarter
The fees and minimums for VWM Investment Strategies are typically not negotiable, but VWM
retains the right to modify fees, including minimum annual fees and minimum account sizes, in
its sole and absolute discretion, on a client-by-client basis, based on the size, complexity and
nature of the investment management or financial planning services provided.
Fees are generally billed quarterly in advance based on the market value of the client’s portfolio
at the close of business on the last business day of the previous quarter. The initial fee is pro-
                                                                          VALLEY WEALTH MANAGERS, INC.
                                                                             Effective Date: March 31, 2026

FORM ADV – PART 2A

rated and covers the period from the date the client’s account is accepted for management by
VWM through the last business day of the current calendar quarter. Clients are billed if
additional cash, securities, or other investments in excess of 20% of the prior quarter-ending
market value are accepted for management during the first two months of any quarter. The fee
is pro-rated for the number of days remaining in the fee period and covers the total value of
the accepted assets. Details of the investment management fee charged are more fully
described in the investment agreement executed with each client (“Investment Agreement”).
With respect to its management of the VWM Investment Strategies, VWM is compensated
solely by investment management fees paid by its clients, and VWM and its supervised persons
do not receive commissions or compensation from the purchase or sale of any mutual fund,
insurance product, or other investment product.
Financial Planning Fees
VWM is compensated for its financial planning services on an hourly basis at the rate of $200
per hour and the total fee will depend on the nature and complexity of the client’s
circumstances. At the beginning of the relationship, an estimate of hours required to complete
the plan is normally determined with a maximum fee established. At the start of each
engagement, 50% of the estimated total fee is due, with the balance due upon completion and
delivery of the financial plan or specialized analysis.
Wrap Program Fees
Clients in a Wrap Program agree to pay an annualized, asset-based fee based on the value of
assets in the account (“Total Client Fee”). The Total Client Fee for each account includes, as
applicable, (1) fees paid to VWM for on-going advice, asset management, and due diligence
(“Advisory Fee”), (2) fees paid to platform providers for trading, custody, platform and overlay
services, and (3) fees paid to portfolio managers other than VWM (“Manager Fees”). The Total
Client Fee for a Wrap Program is generally negotiable.
Please refer to the Wrap Program Brochure for a fee schedule for each Wrap Program and
further information regarding the conflicts of interest associated with investing through a
Wrap Program.

B. Payment Method
Billing for VWM Investment Strategies
Clients in the VWM Investment Strategies have the option of authorizing the deduction of the
investment management fee from their custodial account or being billed directly.
Custodian Deduction
If a client authorizes the deduction of investment management fees, each quarter, VWM will
notify the client’s independent qualified custodian of the amount of the fee due and payable
according to the client’s Investment Agreement with VWM. The qualified custodian will not
validate or check VWM’s fee, the corresponding calculation, or the assets on which the fee is
based, unless the client has retained their services to do so. It is solely the client’s responsibility
to verify the accuracy of the calculation. With the client’s pre-approval, the qualified custodian
will “deduct” the fee from the client’s account or, if the client has more than one account, from
the accounts the client designates to pay VWM’s investment management fee.

                                                                              VALLEY WEALTH MANAGERS, INC.
                                                                                 Effective Date: March 31, 2026

FORM ADV – PART 2A

At least quarterly, the client will receive a statement directly from the qualified custodian
showing all transactions, positions and all amounts deposited to or disbursed from the client’s
...

Item 7 - TYPES OF CLIENTS
VWM provides investment management services to institutional clients such as pension and
profit-sharing plans, charitable organizations, foundations, endowments, banks and thrift
institutions, corporations, and other types of business entities, as well as to individual
investors, including high net worth individuals and families, trusts, and estates.
Engaging the Services of VWM
Clients wishing to engage VWM for investment management services must sign the applicable
advisory, brokerage account, and custody agreements, and complete and provide any other
documents or questionnaires requested by VWM. VWM will accept an account and notify a
client upon determining all documents and all required criteria are acceptable.
Conditions for Managing Accounts
VWM Investment Strategies
VWM requires new clients in an equity or fixed income Investment Strategy to have a minimum
account size of $100,000. VWM, in its sole and absolute discretion, retains the right to reduce
or waive these minimum account sizes. VWM will consider related accounts of the same client
family or organization in meeting the minimum account size.
Financial Planning Services
                                                                          VALLEY WEALTH MANAGERS, INC.
                                                                             Effective Date: March 31, 2026

FORM ADV – PART 2A

Financial planning services are offered as a stand-alone service, and a client need not establish
an investment management relationship to utilize VWM’s financial planning services. Clients
in a VWM Investment Strategy is not normally charged for financial planning services.
Affiliated Brokerage and Bank Accounts
To receive advisory services, VWM’s clients are generally required to open a
brokerage/custody account through VFM, which is introduced to, and carried by, a third-party
custodian, Pershing. VWM has an incentive to use VFM as the introducing broker for its clients’
accounts because any compensation paid by VWM to VFM for servicing these accounts will be
provided to an affiliate rather than a third party.
Clients that open a brokerage/custody account through VFM are also required to open a bank
account with VWM’s parent company, Valley National Bank. Clients are not required to
maintain a minimum balance in this bank account. Bank deposits held at Valley National Bank
and the purchase of bank products and services offered by Valley National Bank will generate
revenue for VWM’s affiliates. This creates a conflict of interest whereby VWM has an incentive
to recommend that clients open a brokerage/custody account through VFM with a bank
account through Valley National Bank.
Clients, including, but not limited to, institutional clients, and clients that maintained an
account with a custodian other than Pershing prior to the combination of VFM’s and VWM’s
advisory businesses can choose to open a brokerage/custody account at a third-party
custodian. Clients that choose to open a brokerage/custody account at a third-party custodian
are not required to open a bank account with Valley Bank. Certain third-party custodians
charge a fee to our broker dealer affiliate VFM. This creates a conflict of interest as we have an
incentive to recommend clients use a third-party custodian that does not charge a fee to our
affiliate.
Please see further disclosure in Item 12 of this Brochure (Brokerage Practices) for further
information about VWM’s use of an affiliated broker-dealer.