Code Waechter LLC

ITEM 5:       FEES AND COMPENSATION

      A.      Fees Charged

      All investment management clients will be required to execute an Investment Management Agreement that
      will describe the type of management services to be provided and the fees, among other items. Clients are
      advised that they may pay fees that are higher or lower than fees they may pay another advisor for the same
      services. Clients are under no obligation at any time to engage or to continue to engage CW for investment
      services. If you do not receive a copy of this brochure at least 48 hours prior to the execution of an
      Agreement, you may terminate the agreement within the first five (5) business days without penalty.

      Financial Planning

      In circumstances when financial planning is done on a stand-alone basis or when the account minimum is not
      met, the fees charged for financial planning are based on the fee agreed upon by the adviser and client. The
      arrangement is typically provided on a fixed fee basis, and the fixed fees will range from $750 to $6,000.
      Financial planning fees are negotiable and can be waived in the sole discretion of CW. These fees are
      dependent on the nature of the engagement and are decided upon on a case-by-case basis.

      Asset Management

      The asset management fee percentage is applied to each tier of assets as indicated below:

                             Assets Under Management                    Annual Rate

                             $0-1,000,000                               0.95%

                             $1,000,001-2,000,000                       0.80%

                             $2,000,001-3,000,000                       0.70%

                             $3,000,001-4,000,000                       0.60%

                             $4,000,001-5,000,000                       0.50%

                             $5,000,001 and above                       0.35%

Each tier of assets is charged the corresponding annual advisory fee divided by the number of days in the year
and multiplied by the number of days in the billing period.

For example, if you have assets of $1,500,000 then the first $1,000,000 would incur a fee of 0.95% divided by
the number of days in the year and multiplied by the number of days in the billing period, the next $500,000
would incur a fee of 0.80% divided by the number of days in the year and multiplied by the number of days
in the billing period. The total of each tier is then added together for the total amount deducted from the
account. Asset management fees are negotiable in the sole discretion of CW.

B.      Fee Payment

Financial Planning:

At the discretion of CW, the anticipated financial planning fee may be paid monthly, as well as in advance for
the annual amount. In the event the fee is paid monthly or in advance, CW would prefer it be paid by an
auto credit card payment, but this form of payment is not required. Clients whose fees are debited from their
bank accounts using the automated payment service will provide written consent to AdvicePay to debit their
bank accounts or credit cards for the amount of the fee due to CW. AdvicePay will then pay the funds to
CW. CW will not have the ability to directly access the client funds in the bank account.

Asset Management:

For clients whose assets are managed by the firm, investment advisory fees will be debited directly from each
client’s account. The advisory fee is paid monthly, in arrears, and the value used for the fee calculation is the
average daily balance of the account for the previous month. The average daily balance is the sum of your
balance on each day of the previous month divided by the number of days during that month. To the extent
there is cash in your account, it will be included in the value for the purpose of calculating fees only if the
cash is part of an investment strategy. Once the calculation is made, we will instruct your account custodian
via written notice to deduct the fee from your account and remit it to CW.

Clients whose fees are directly debited will provide written authorization to debit advisory fees from their
accounts held by a qualified custodian chosen by the client. Each quarter, clients will receive a bill itemizing
the fees to be debited, including the formula used to calculate the fee, the amount of assets upon which the
fee is based, and the time period covered by the fee. The invoice will also state that the fee was not
independently calculated by the custodian. The client will also receive a statement from their account
custodian showing all transactions in their account, including the fee.

C.      Other Fees

There are a number of other fees that can be associated with holding and investing in securities. You will be
responsible for fees including transaction fees for the purchase or sale of a mutual fund or Exchange Traded
Fund, or commissions for the purchase or sale of a stock. Expenses of a fund will not be included in
management fees, as they are deducted from the value of the shares by the mutual fund manager. For
complete discussion of expenses related to each mutual fund, you should read a copy of the prospectus issued
by that fund. CW can provide or direct you to a copy of the prospectus for any fund that we recommend to
you. Any fees paid to third party managers are separate from, and in addition to, fees paid to CW.

Please make sure to read Item 12 of this informational brochure, where we discuss broker-dealer and custodial
issues.

D.      Pro-rata Fees

If you become a client during a billing period, you will pay a management fee for the number of days left in
that billing period. If you terminate our relationship during a billing period, you will be responsible for the

      payment of management fees for the portion of the billing period during which you were a client. Once your
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ITEM 7:       TYPES OF CLIENTS

      Clients advised may include individuals, families, trusts, and charitable organizations and foundations,
      pensions and corporations. CW requires each client to place at least $500,000 with the firm. This minimum
      may be waived at the discretion of CW.