Pathway Financial Advisors LLC

Item 5           Fees and Compensation

   A.
                                   INTEGRATED FINANCIAL PLANNING
         The Registrant provides discretionary investment advisory services as part of Registrant’s
         Integrated Financial Planning service on a fee-only basis. The Registrant’s fee is paid to
         the Registrant monthly at the beginning of the following month, generally on a stepped
         basis, based on the below fee schedule:

                 Portion of Portfolio                      Monthly Rate      Equivalent Annual Rate
                 First $0-$1,000,000                        .0833%                  1.00%
                 Next $1,000,001-$3,000,000                 .0708%                  0.85%
                 Next $3,000,001-$10,000,000                .0625%                  0.75%
                 Over $10,000,000                           .0417%                  0.50%

         Annual Flat Fee: The Registrant may also offer its investment advisory services on an
         annual flat fee basis. To the extent that the client engages the Registrant on an annual flat
         fee basis, the terms of that arrangement, including notification requirements for
         subsequent year fee increases, shall be set forth in the Investment Advisory Agreement.
         The Registrant shall determine the amount of any annual flat fee based upon various
         objective and subjective factors such as the size of the client’s account(s) and complexity
         of the services to be provided. (See Fee Differential disclosure below) At no time will the
         Registrant’s annual flat fee exceed 3.00% of the client’s assets under management.

         Fee Differentials. The Registrant’s investment advisory fee (which may be offered on
         an annual flat fee basis) is negotiable at Registrant’s discretion, depending upon objective
         and subjective factors including but not limited to: the amount of assets to be managed;
         portfolio composition; the scope and complexity of the engagement; the anticipated
         number of meetings and servicing needs; related accounts; future earning capacity;
         anticipated future additional assets; the professional(s) rendering the service(s); prior
         relationships with the Registrant and/or its representatives, and negotiations with the
         client. As a result of these factors, similarly situated clients could pay different fees, the
         services to be provided by the Registrant to any particular client could be available from
         other advisers at lower fees, and certain clients may have fees different than those
         specifically set forth above. All clients and prospective clients should be guided
         accordingly.

        DISCRETIONARY INVESTMENT MANAGEMENT SERVICES (STAND-ALONE)
    If a client determines to engage the Registrant to provide discretionary investment
    advisory services on a fee-only basis, the Registrant’s annual investment advisory fee,
    which generally ranges between negotiable and 1.50%, shall be based upon various
    objective and subjective factors, including, but not limited to: the amount of the assets
    placed under Registrant’s direct management, the complexity of the engagement, and the
    level and scope of the overall investment advisory services to be rendered. (See also Fee
    Differential discussion above.)

           FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
    The Registrant may provide financial planning and/or consulting services (including
    investment and non-investment related matters, including estate planning, insurance
    planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting fees are
    negotiable but are generally between $195 and $300 on an hourly rate basis depending
    upon the level and scope of the service(s) required and the professional(s) rendering the
    service(s). Registrant and Client may alternately agree to a flat-fee arrangement for a
    specified engagement, as outlined in an Engagement Letter.

                                 RETIREMENT PLAN SERVICES
    The terms and conditions of the Registrant’s retirement plan consulting services shall
    generally be set forth in a Retirement Plan Consulting Services Agreement between the
    Registrant and the plan sponsor. Registrant’s negotiable retirement plan consulting fees
    generally do not exceed 0.75% of the value of plan assets under advisement, but shall
    depending upon the level and scope of the service(s) required and the professional(s)
    rendering the service(s).

B. Integrated Financial Planning clients shall have the Registrant’s advisory fees deducted
   from their custodial account(s). Both Registrant’s Investment Advisory Agreement and the
   custodial/clearing agreement may authorize the custodian to debit the account for the
   amount of the Registrant’s investment advisory fee and to directly remit that management
   fee to the Registrant in compliance with regulatory procedures. In the limited event that
   the Registrant bills the client directly, payment is due upon receipt of the Registrant’s
   invoice.

    The Registrant shall deduct fees and/or bill clients monthly in arrears, based upon the
    value of the assets on the last business day of the previous month. Should a market value
    not be available for a particular client security, historical cost shall be used as the month
    ending value for fee calculation purposes.

    However, if the client has engaged the Registrant to provide services on a flat fee basis,
    the Registrant shall deduct 1/12 of the client’s annual flat fee upon the completion of
    each calendar month. In the event that a flat fee client engages or terminates the
    Registrant during a calendar month, the Registrant shall calculate the initial or final
    month fee on a pro-rata basis.
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Item 7           Types of Clients

         The Registrant’s clients generally include individuals, high net worth individuals,
         business entities, trusts, estates and charitable organizations. The Registrant does not
         generally require an annual minimum fee or asset level for investment advisory services,
         but a minimum fee arrangement may be agreed to by Registrant and Client on a
         negotiated case-by-case basis.