Ameriserv Wealth Advisors Inc

Item 5: Fees and Compensation
PORTFOLIO MANAGEMENT SERVICES FEES
Our fees for Portfolio Management Services are based upon a percentage of assets under
management. The annualized fee for Portfolio Management Services will be charged as a
percentage of assets under management, computed on an annualized basis, deducted
directly from the client’s account, and payable monthly or quarterly in arrears according to
the following schedule:

ALL ACCOUNTS – EXCLUDING FIXED INCOME ONLY ACCOUNTS

      Assets                               Annual Fee__
      First $1 million dollars                1.00%
      Next $2 million dollars                 0.80%
      Next $2 million dollars                 0.60%
      Over $5 million dollars                 0.40%

Example A $6 million account would be charged as follows:
     First $1 Million @ 1.00% = $10,000
    Next $2 Million @ 0.80% = $16,000
    Next $2 Million @ 0.60% = $12,000
    Last $1 Million @ 0.40% = $ 4,000
                                $42,000

FIXED INCOME ONLY ACCOUNTS

      Assets                               Annual Fee__
      First $3 million dollars                0.60%
      Next $2 million dollars                 0.45%
      Next $5 million dollars                 0.35%
      Over $10 million dollars                0.25%

AWA clients are charged based upon their current assets under management in accordance
with the agreed upon fee schedule in effect at the time services were contracted.

A minimum of $250,000 of assets under management is required for this service. However,
the account minimum is negotiable under certain circumstances. In addition, AWA will
group certain related client accounts for the purposes of achieving the minimum account
size and determining the annualized fee.

Discounted Advisory Fees: Employees/Board Members of AmeriServ Financial ®, Inc and
its affiliates will be granted a 10% discount from the applicable fee schedule. At the
discretion of AWA, Non-Profit and Charitable Organizations 501(c)(3) generally are granted
a 10% discount from the applicable fee schedule.

Negotiability of Advisory Fees: AWA retains the discretion to negotiate alternative fees
on direct and indirect relationships. The specific details will be identified in the advisory
contract between the adviser and each client.

GENERAL INFORMATION
Prorating The New Account Advisory Fee: For client accounts that are opened mid-billing
cycle and have assets as of the next billing period, the advisory fee will be prorated from the
date of account funding. Due to system limitations, the proration is rebated to the account.

Termination of the Advisory Relationship: An Investment Advisory Contract can be
canceled at any time, by either party, for any reason upon receipt of thirty (30) days’ written
notice.

Mutual Fund Fees: AWA invest client assets in mutual funds. The mutual funds used are
no load funds (i.e., no direct sales charge applies), and selected based solely on their
anticipated investment performance, investment ratings, and fit with each client’s investment
goals.

A mutual fund, its sponsor or adviser, or its distributor may pay fees to financial
intermediaries for services provided to the fund and its shareholders, as described in each
fund’s prospectus. These fees may include 12b-1 fees and shareholder servicing fees. AFB
receives fees for administrative and/or shareholder services it provides in connection with its
clients’ investments in certain funds.

This practice creates a conflict of interest as it gives our supervised persons an incentive
to recommend investment products based on the compensation our affiliate receives rather
than on client’s needs. Clients could make investments in mutual funds, ETFs, equities, etc.
directly, without our services. In that case, the client would not receive the services provided
by our Firm which are designed, among other things, to assist the client in determining which
investment options are most appropriate to each client's financial condition and objectives.
Accordingly, the client should review the fees charged by the investments held in the

account and our fees to fully understand the total amount of fees to be paid by the client
and to thereby evaluate the advisory services being provided.

Additional Fees and Expenses: In addition to our advisory fees, clients are also
responsible for the fees and expenses charged by custodians and imposed by broker
dealers, including, but not limited to, any transaction charges imposed by a broker dealer
with which an independent investment manager effects transactions for the client's
account(s).
Additional fees will be charged by the custodian for all accounts in which our affiliate AFB
serves as qualified custodian. Clients are responsible for any and all fees which are separate
and distinct from the advisory fee charged by AWA. Examples of such fees are as follows:

   • Tax Preparation (if applicable) – Equivalent to the current tax year preparation
     charges
   • Asset Transfer/Registration charges (upon account closing)
   • Court Accounting Fees or Agency Reports (if applicable)
   • Specialty Asset Administration and Management fees
   • Transaction Charges on Disbursements (when there are more than 2 per month)

Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional
information. Fees and expenses do have an effect on investment returns over time.

Grandfathering of Minimum Account Requirements & Fee Schedules: Advisory clients
are subject to AWA's minimum account requirements, advisory fees, and billing frequencies
in effect at the time the client entered into the advisory relationship. Therefore, our Firm's
minimum account requirements, fee schedules, and billing frequencies differ among clients.

ERISA Accounts: AWA is deemed to be a fiduciary to advisory clients that are employee
benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement
...

Item 7: Types of Clients

AWA provides advisory services to the following types of clients:

       •      Bank and Trust Companies
       •      Individuals (other than high net worth individuals)
       •      High net worth individuals
       •      Pension and profit sharing plans (other than plan participants)
       •      Charitable organizations
       •      State or municipal government entities
       •      Other

AWA’s minimum account size is $250,000 of assets under management. However, the
account minimum is negotiable under certain circumstances. In addition, AWA groups
certain related client accounts for the purposes of achieving the minimum account size and
determining the annualized fee.