Water Valley Investment Advisors Inc

Item 5: Fees and Compensation

A. Fee Schedule

    Portfolio Management Fees

             Total Assets Under Management              Annual Fees
             $0 - $1,000,000                            1.00%

             $1,000,001 - $2,000,000                    0.75%

             $2,000,001 - AND UP                        0.50%

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

    These fees are generally negotiable and the final fee schedule will be memorialized in the
    client's advisory agreement. The fee is negotiable based on the type of client, the complexity
    of the client’s situation, the composition of the client’s account, the potential for additional
    account deposits, the relationship of the client with the investment adviser representative,
    family-related accounts, accounts related to education, charities or ministries and the total
    amount of assets under management for the client. A client’s negotiated fee may range
    between 0.25% to 1%.

      Clients may terminate the agreement without penalty for a full refund of WVIA's fees
      within five business days of signing the Investment Advisory Contract. Thereafter, clients
      may terminate the Investment Advisory Contract generally with 30 days' written notice.

    Retirement Plan Fees
     WVIA will charge an annual fee that is calculated as a percentage of the value of plan assets.
     This fee is negotiable and ranges between 0.25% and 0.5%.

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      Asset-based portfolio management fees are withdrawn directly from the client's accounts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 Retirement Plan Fees

      Plans can elect to have the fee deducted from their account or billed directly and due upon
      receipt of the billing notice. If Plans elect to have the fee automatically deducted from an
      existing account, they are required to provide the custodian with written authorization to
      deduct the fees from the account and pay the fees to WVIA. We will provide the custodian
      with a fee notification statement.

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 WVIA. Please see Item 12 of this brochure
      regarding broker-dealer/ custodian.

D. Prepayment of Fees

      WVIA 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

       Neither WVIA nor its supervised persons accept any compensation for the sale of
       investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

Item 7: Types of Clients
WVIA generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Charitable Organizations
       ❖      Retirement Plans

WVIA requires a minimum of $250,000 in order to open an account. To reach this account
minimum, clients can aggregate all household accounts. Exceptions may be granted to this
minimum at the firm’s discretion.