Exencial Wealth Advisors LLC

ITEM 5: FEES AND COMPENSATION

  The Firm offers its services to clients on a fee basis. All fees the Firm charges for its services
  are fully disclosed to Wealth Management clients in writing in the client agreement. Non-
  standard fee schedules are subject to the approval of the Chief Operating Officer.

  Wealth Management Fees

  The Firm provides Wealth Management Services to clients for a fee based upon a percentage
  of the market value of the assets under management. This fee is generally 1% annually but
  can be higher or lower depending upon the size of the client’s portfolio and the services to
  be provided. The Firm has in the past, and may in the future, charge a lower fee based on other
  factors such as anticipated additional assets, related accounts, pre-existing client, pro bono
  activities, etc. In some cases, legacy fees for clients from advisory firms acquired by the Firm
  are honored and continued, given a historical relationship with the Firm services. These fee
  arrangements usually result in a lower fee or fee minimum than what is typically charged by
  Exencial. In addition, these clients can have a different billing arrangement, such as being billed
  in arrears instead of in advance. All fees and billing arrangements are outlined in each client’s
  investment advisory agreement. For additional important information about Exencial’s
  acquisitions and the material conflicts, please refer to Item 10 – Other Financial Activities and
  Affiliations.

  The Firm also has a tiered fee schedule offered to clients referred through the Client Referral
  Arrangements described in further detail in Item 14. In these referral programs, minimum AUM
  amounts differ from the Firm’s minimum of $250,000 discussed in Item 7. The tiered fees
  offered to these clients are typically different than the fees charged by Exencial to non-referred
  clients. More information about these arrangements can be found below in Item 14.

  Tiered fees are applied at a household level where family accounts (generally defined as
  spouse and children living in same household) are aggregated together to apply the fee tier.
  The fee that the Firm will charge will be fully disclosed to Wealth Management clients in writing
  and will be outlined in the client agreement. The fee is charged quarterly, in advance, based
  upon the market value of assets (including cash, cash equivalents, and accrued interest, as
  applicable) on the last day of the previous quarter as valued by the custodian or other
  reputable pricing provider if custodial pricing is not available.

  In addition to the current standard fee schedules discussed above, some previously
  negotiated tiered fee schedules have been grandfathered in which include a different (e.g.,
  charge lower fees on fixed income) fee schedule. This lower fee applies to the securities held
  in our Fixed Income Strategy and does not apply to fixed income securities held in other
  strategies like the Equity Income strategy. This fee is based on the strategy not the security
  type.

Ultra-high net worth clients are sometimes offered a flat annual fee paid annually or quarterly plus
an asset-based fee. The flat annual fee can range from $10,000 to $100,000 based on estate
planning, financial planning, and the complexity of the tax services provided.

Wealth Management asset-based fees that are charged in advance shall be prorated for each
deposit or withdrawal of $100,000 or more made within the same business day during the
applicable calendar quarter. We design our portfolios as long-term investments and asset
withdrawals can affect the performance of your account(s) and impair the achievement of your
investment objectives.

Clients may elect to have other fees drafted from their investment accounts to pay for other
firm services outside of asset-based fees and asset management. Since these fees are
separate from asset management, they will be included on client performance reports but
will not be netted out for a client’s net performance calculation.

New accounts opened during a calendar quarter are assessed a fee that is prorated based on the
day the account was opened and funded and billed at the end of the quarter. In these
situations, end-of-day pricing is used to establish the fair market value of the assets. In some
cases, pro-rated fees charged to accounts are waived, at the discretion of the Firm.

Upon termination of any account, any pre-paid unearned fees will be refunded promptly.

Third Party Fees

Clients will incur certain charges, as applicable, that are imposed by custodians, broker- dealers
and other third parties such as brokerage commissions, transaction fees, custodial fees,
exchange fees, fees charged by the SAMs, deferred sales charges, odd-lot differentials, margin
interest, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions.

Client assets invested with SAMs recommended and/or utilized by the Firm will be subject to
management fees charged by each SAM, as described in each SAM’s disclosure brochure
(Form ADV Part 2A). The disclosure brochure is provided to each Wealth Management client
investing with a SAM and should be read carefully. The management fees are charged
separately by the SAM and are in addition to the Firm’s management fees.

When the Firm or a SAM invests in a mutual fund (including a money market fund) or ETF for a
client’s account, the client is subject to certain indirect fees charged by mutual funds and
ETFs, which are in addition to management fees and the third-party fees described above.
These fees are for the fund’s investment management, marketing, administration, and
shareholder servicing assistance and are deducted at the fund level and reflected through the
fund’s net asset value (NAV). They are disclosed in each fund’s prospectus, which is
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ITEM 7: TYPES OF CLIENTS

  The Firm provides investment advice and manages wealth management accounts for high-net-
  worth individuals, pension and profit-sharing plans, trusts, estates, municipalities, corporations
  and business entities, non-profits, and foundations.

  Minimum Account Size and/or Fees

  For new clients, the Firm generally has a minimum annual fee of $2,500 for Wealth
  Management Services. This minimum fee can make Exencial Wealth Advisors’ Wealth
  Management Services impractical for clients with less than $250,000 under the Firm’s
  management. The Firm, in its sole discretion, sometimes accepts clients with smaller
  portfolios based on factors such as anticipated additional assets, related accounts, pro
  bono activities, etc. The Firm sometimes aggregates the portfolios of family members to meet
  the minimum portfolio size.

  For the WAS referral platform and given the fees required of Exencial to access the platform,
  minimum account size is $500,000. The Firm, in its sole discretion, sometimes accepts clients
  with smaller portfolios based on the same factors listed above.

  If a client’s account is a pension or other employee benefit plan governed by the Employee
  Retirement Income Security Act of 1974, as amended (“ERISA”), the Firm may be a fiduciary
  to the plan. In providing our advisory services, the standard of care imposed upon us is to act
  with the care, skill, prudence and diligence under the circumstances then prevailing that a
  prudent man acting in a like capacity and familiar with such matters would use in the conduct
  of an enterprise of a like character and with like aims. The Firm will provide certain required
  disclosures to the “responsible plan fiduciary” (as such term is defined in ERISA) in
  accordance with Section 408(b)(2), regarding the services the Firm provides and the direct and
  indirect compensation the Firm receives. Generally, these disclosures are contained in this
  Form ADV Part 2A, the client agreement and/or in separate disclosure documents and are
  designed to enable the ERISA plan’s fiduciary to: (1) determine the reasonableness of all

  compensation received by the Firm; (2) identify any potential conflicts of interests; and (3)
  satisfy reporting and disclosure requirements to plan participants.