Vision Capital Management Corporation

Item 5 Fees and Compensation

Our fee for portfolio management services is based on a percentage of your assets we manage and is set forth in the
following fee schedule:

Assets Under Management                       Annual Fee
Less than $10,000,000                            1.00%
$10,000,001 +                                    0.75%

In general, we require a minimum of $2,000,000 (household) to open and maintain an advisory account. At our discretion,
we may waive this minimum account size. Our advisory fee is negotiable, depending on individual client circumstances.
Portfolio management services may also be provided for a pre-negotiated flat fee.

VCM charges management fees quarterly in advance based on the account value on the last day of the previous billing
period. The fee structure is retroactive meaning; the entire account value is assessed at the breakpoint in which it reaches.
Management fees are calculated through the Orion™ Platform based upon data provided by the account’s custodian.

If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will
apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter
for which you are a client.

Clients may terminate the portfolio management agreement upon 30 days written notice to the firm. In the event that an
account billed in advance is terminated, the account will be refunded for any unearned fees on a pro rata basis based on
the number of days in the billing period prior to the effective date of termination. This means that the account will only
be billed for the number of days during the period during which advisory services are rendered.

Financial planning may be included as a component of our portfolio management services. Financial planning may also
be provided for a pre-negotiated flat fee or an hourly fee. The fees described for financial planning services are separate
from and in addition to fees charged for ongoing asset management. The fee for a comprehensive financial plan will range
from $1,000 to $250,000 depending on the scope of the work. Fees can be paid in advance and/or in arrears as a flat fee.
We also offer an hourly billing option at a rate of $500 per hour (fees are paid as services are rendered). Fees are negotiable.
Fees for financial planning services may be discounted or waived at our sole discretion.

Either party to the pension consulting agreement may terminate the agreement upon written notice to the other party in
accordance with the terms of the agreement for services. The pension consulting fees will be prorated for the quarter in
which the termination notice is given, and any unearned fees will be refunded to the client.

At our discretion, we may combine the account values of family members living in the same household to determine the
applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts
with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may
result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above.

We will send you an invoice for the payment of our advisory fee, or we will deduct our fee directly from your account
through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have
given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified
custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements
from your account. You should review all statements for accuracy.

The fees for our institutional advisory and model portfolio services is typically structured as a negotiated fee based on
the amount of assets allocated to its model portfolios or investment programs (AUA) or on a flat fee basis. Fees may
vary depending on the institutional client, the scope of services provided, and the complexity of the engagement.

All fee arrangements, including calculation methodology and billing terms, are set forth in written agreements with each
institutional client and may differ among clients.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and
exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from
the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their
shareholders. These fees will generally include a management fee and other fund expenses. You may also incur transaction
charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the
broker-dealer or custodian through whom your account transactions are executed.

To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded
funds, our firm, and others. For information on our brokerage practices, please refer to the Item 12 Brokerage Practices
section of this brochure.

We do not share in any portion of these above fees.

Compensation for the Sale of Securities or Other Investment Products
Some persons providing investment advice on behalf of our firm may be licensed insurance agents. In this capacity, these
persons may offer both commission and non-commission based products.

It is our practice that all fees are transparently disclosed.

Item 7 Types of Clients

We offer investment advisory services to individuals, trusts, estates, charitable organizations, pension and profit-sharing
plans, corporations, institutional clients, and other business entities.

We have a household minimum of $2,000,000 to open and maintain an advisory account. At our discretion, we may waive
this minimum account size.