Babb Wealth Advisors LLC

Item 5: Fees and Compensation

 A. Fee Schedule

 Financial Planning Services Fees

         Total Assets Under Management            Annual Fees
         $0 - $250,000                            $2,500

         $250,001 - $1,000,000                    1.00%

         $1,000,001 - $2,000,000                  0.90%

         $2,000,001 - $3,000,000                  0.80%

         $3,000,001 - $4,000,000                  0.75%

         $4,000,001 - $5,000,000                  0.65%

         $5,000,001 and Up                        0.50%

Financial Planning Services Fees are paid quarterly in advance and the fee schedule is
tiered. The financial planning fee is calculated using the value of the assets in the Account
on the last business day of the prior quarter. For the first $250,000 in assets under
management the annual fee charged is a fixed $2,500, billed quarterly in advance.

Upon termination, for any unearned 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 quarter, up to and including the day of termination. (*The
daily rate is calculated by dividing the annual asset-based fee rate by 365). Fees are
negotiable.

If a client relationship begins on a date other than the first day of a calendar quarter, the
financial planning fee for that initial partial period will be pro-rated based on the number
of days services were provided during the quarter. The pro-rated fee for that initial period
will be included in the invoice for the subsequent full quarter, unless the start date for the
initial period is within 15 days of the existing quarter, in which the invoice may be billed
for that period.

Additionally, for existing accounts, the financial planning fee for each quarter will reflect
a pro-rata adjustment for any cash flows (additions or withdrawals) that occurred during
the prior quarter. These adjustments will be calculated using a time-weighted method to
account for the number of days each cash flow was in or out of the account during the
billing period.

When financial planning fees are deducted directly from client accounts at client's
custodian, BWA will be deemed to have limited custody of client's assets and must have
written authorization from the client to do so. Clients will receive all account statements
from the custodian, and they should carefully review those statements for accuracy.

Selection of Other Advisers Fees

For the clients directed to DFA for UMA services, the client is responsible for the fees
charged directly by DFA which are separate and distinct from the fees charged by BWA.

Plan Level Advising and American Funds Account Asset Fees

For accounts held at the plan trust level through a third-party custodian or recordkeeper,
as well as accounts held at American Funds, fees are calculated by the third party and
deducted directly from the client's account. BWA receives a portion of these fees.

If the client also maintains other accounts directly managed by BWA, the value of the
held-away accounts is included when determining the total household assets for purposes
of applying BWA’s tiered financial planning fee schedule. This may result in a lower
effective rate due to applicable breakpoints.

However, the fees charged on the held-away accounts are not adjusted to reflect this lower
rate. They continue to be billed separately according to the arrangement and fee schedule
established with the third-party custodian or recordkeeper.

B. Payment of Fees

Payment of Financial Planning Services Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Please see item 15 for more
information regarding this direct deduction authority. Fees are paid in advance.

Payment of Selection of Other Advisers Fees

Fees for selection of DFA for UMA services, as stated in the client agreement, are billed
separately through the third-party.

Payment of Plan Level Advising and American Funds Account Asset Fees

Fees for accounts held at the plan trust level through a third-party custodian or
recordkeeper, as well as accounts held at American Funds, are withdrawn by the third
party recordkeeper/custodian directly, per the arrangement specified on the custodian’s
forms.    BWA then receives its portion of the fees from the third party
recordkeeper/custodian; BWA does not directly deduct the fees.

C. Client Responsibility for Third Party Fees

This brochure describes BWA’s non-wrap fee advisory services; clients utilizing BWA’s
wrap fee portfolio management should see the separate Wrap Fee Program Brochure for
additional details regarding third party fees. Client accounts not participating in the wrap
fee program are responsible for the payment of all third-party fees (i.e., custodian fees,
commissions, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are
separate and distinct from the fees and expenses charged by BWA. Please see Item 12 of
this brochure regarding broker/custodian.

D. Prepayment of Fees

BWA collects fees in advance. Refunds for fees paid in advance, but not yet earned will
be refunded on a prorated basis and returned as soon as possible to the client via return
deposit back into the client’s account or a fee reduction to another one of the client’s
accounts.

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 BWA nor its supervised persons accept any compensation for the sale of
...

Item 7: Types of Clients

BWA generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Corporations & Businesses
       ❖      Charitable Organizations
       ❖      Pension & Profit Sharing Plans