Valley Wealth Strategies LLC

Item 5 – Fees and Compensation
The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or more
written agreements with the Advisor.

A. Fees for Advisory Services
Investment Advisory Services
Investment advisory fees are calculated pursuant to the terms of the investment advisory agreement. Fees may be
billed either monthly or quarterly (the “Billing Period”) and may be billed in advance or arrears. Fees are based on
the market value of the assets under management at the end of the respective Billing Period as provided by the
                                               Valley Wealth Strategies, LLC
                                        404 W. Pine Street, Suite 6, Lodi, CA 95240
                                        Phone: (209) 366-1264 | Fax: (209) 334-4217
Page 6                                     http://www.valleywealthstrategies.com

Client’s custodian. Assets under management may be adjusted by the custodian for accrued interest and dividends
and may differ slightly from the brokerage statements provided for the Billing Period. Investment advisory fees are
charged at an annual rate of up to 1.25%, based on the following schedule:

                     Assets Under Management                           Annual Rate (%)
              First $500,000                                               1.25%
              Next $500,000 up to $1,500,000                               1.00%
              Over $1,500,000                                            Negotiable

The investment advisory fee in the first Billing Period is prorated from the inception date of the Client’s account[s] to
the end of the period. Fees may be negotiable at the sole discretion of the Advisor. Certain Clients may be offered a
fixed annual fee or alternative fee methodology. The Client’s fees will take into consideration the aggregate assets
under management with the Advisor. All securities held in accounts managed by VWS will be independently valued
by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing.

Clients may make additions to and withdrawals from their account[s] at any time, subject to VWS’ right to terminate
an account. Additions may be in cash or securities provided that VWS reserves the right to liquidate any transferred
securities or decline to accept particular securities into a Client’s account[s]. Clients may withdraw account assets
on notice to VWS, subject to the usual and customary securities settlement procedures. However, VWS designs its
portfolios as long-term investments and the withdrawal of assets may impair the achievement of a Client’s
investment objectives. VWS may consult with its Clients about the options and ramifications of transferring
securities. However, Clients are advised that when transferred securities are liquidated, they are subject to
transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax
ramifications.

The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and
other related costs and expenses described in Item 5.C. below, which may be incurred by the Client. However, the
Advisor shall not receive any portion of these commissions, fees, and costs.

Use of Independent Managers
As noted in Item 4, the Advisor will implement all or a portion of a Client’s investment portfolio utilizing one or
more Independent Managers. To eliminate any conflict of interest, the Advisor does not earn any compensation
from an Independent Manager. The Advisor will only earn its investment advisory fee as described above.
Independent Managers typically do not offer any fee discounts but may have a breakpoint schedule which will
reduce the fee with an increased level of assets placed under management with an Independent Manager. The
terms of such fee arrangements are included in the Independent Manager’s disclosure brochure and applicable
contract[s] with the Independent Manager. The total blended fee, including the Advisor’s fee and the Independent
Manager’s fee, will not exceed 2.50% annually.

Financial Planning Services
VWS offers financial planning services on either an hourly basis or for a fixed fee. Hourly engagements are billed at
a rate of up to $500. Fixed fee engagements are negotiated based on the expected number of hours to complete
the engagement at the Advisor’s hourly rate. Fees may be negotiable at the sole discretion of the Advisor,
depending on the nature and complexity of services to be provided. An estimate for total hours and/or costs will be
provided to the Client prior to engaging for these services.

Retirement Plan Advisory Services
Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.00% and are billed at
the end of each calendar quarter, pursuant to the terms of the retirement plan advisory agreement. Retirement plan
advisory fees are based on the market value of assets under management at the end of the calendar quarter. Fees
may be negotiable depending on the size of and complexity of the Plan.

                                                Valley Wealth Strategies, LLC
                                         404 W. Pine Street, Suite 6, Lodi, CA 95240
                                         Phone: (209) 366-1264 | Fax: (209) 334-4217
Page 7                                      http://www.valleywealthstrategies.com

B. Fee Billing
Investment Advisory Services
Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at
the Custodian. In certain instances, the Advisor may accept direct payment via check or other payment form.
The Client shall authorize the Advisor and/or Custodian to deduct the investment advisory fee from the Client’s
...

Item 7 – Types of Clients
VWS offers investment advisory services to individuals, high net worth individuals, families, trusts, estates, small
business clients, charitable organizations, and retirement plans. VWS generally does not impose a minimum size
for establishing a relationship. However, smaller accounts may be subject to different investment selection and
strategies.