VSM Wealth Advisory LLC

Item 5 – Fees And Compensation

How We Are Compensated For Our Services

VSM is a fee-only investment advisor. We are paid fees solely by our clients and no
one else. All fees are fully disclosed to our clients and we receive no hidden fees,
markups or monetary compensation whatsoever from anyone. We charge clients a fee
for portfolio management and investment supervisory services. These fees are based
on a percentage of assets under our management. We may recommend rollovers out
of employer-sponsored retirement plans and into Individual Retirement Accounts
that we manage for an asset-based fee. This will increase our compensation. Our basic
fee is one percent (1%) per annum, assessed quarterly (.25%), of assets under our
management. This fee is subject to negotiation within a range of three-eighths
percentage (.375%) per annum and two percent (2.00%) per annum. For example, an
account with a one percent (1%) per annum fee and valued at $250,000 at the
beginning of the quarter would be billed $625. ($250,000 x .0025 = $625). In limited
cases we may provide consulting services only. We might be asked to review a
portfolio and give our opinion or recommendations. For this service we charge an
hourly fee at the rate of $500 per hour or an agreed upon flat fee.

How We Receive Payment for Our Services

If you are charged a fee based upon the percentage of assets under our management
you may have the fee deducted directly from your brokerage account or you may
choose to be billed directly. If you are billed directly, payment is due within 30
calendar days. We bill our clients in advance of each quarter based on the market
value at the end of the preceding quarter. For example; an account valued at $250,000
on December 31st, paying a one percent per annum fee, would be charged $625 for the
following quarter, January, February and March. We send each client a detailed bill
showing how the fee was calculated. We do this for each account that is being charged
a fee.

Other Fees You Might Be Charged

There will be other fees and expenses associated with your account and/or
investments. When buying and selling securities there may be transaction costs
charged by the broker-dealer. This is discussed in detail in Item 12 (Brokerage
Practices) below. All mutual funds have expenses shareholders will incur. All mutual
funds have a management fee. Some funds charge distribution or marketing fees,
commonly known as 12b-1 fees. Some funds charge a redemption fee to discourage
short-term traders, which may cover a period from the day of purchase to a month or
even a year. When we buy an ETF or mutual fund for your account, you will be sent
a prospectus by the broker-dealer. The prospectus will provide detailed information
related to the ETF’s or mutual fund’s costs. Always read the prospectus because it

contains detailed information about cost, performance and the purpose of the mutual
fund or ETF. We receive no compensation for the sale of securities or any other
investment products, including asset-based sales charges, or service fees from the
sale of mutual funds.

Independent Manager Fees

The investment management fee charged by an Independent Manager(s) is separate
from, and in addition to, Registrant’s advisory fee. Clients should be aware that in
many cases, access to Independent Managers is available directly without the
involvement of the Registrant, which would alleviate the layering of fees.

Termination

If you terminate your agreement with us before the end of the quarter, we will refund
you any unearned fees, calculated on a pro rata basis. You may terminate your
advisory agreement with us at any time for any reason. It’s important that your
request to terminate your advisory agreement with us be submitted in writing. It
should state you wish to terminate and when the termination should take place.

Item 7 – Types Of Clients

VSM provides investment advisory services to individuals, pension and profit-sharing
plans, deferred compensation plans, 401(k) Plan Trustees, 401(k) Plan Participants,
individual retirement accounts (IRA), trusts, estates and charitable organizations.

VSM Wealth Advisory, LLC are fee only asset managers acting in a fiduciary capacity
and do not receive or share in commissions or any other fees generated by client
accounts. For qualified retirement accounts, VSM Wealth Advisory, LLC acts as a
3(38) level fee fiduciary under the Employee Retirement Income Security Act of 1974
(aka ERISA).

We do not have a requirement for opening and maintaining an account.