Powell Financial Inc

Item 5: Fees and Compensation

A. Fee Schedule

Investment Supervisory Services Fees

         Total Assets Under Management                     Annual Fee

       All Assets Under Management                    Up to 1.25%

The actual fees charged to clients vary and are negotiable based on factors such as the
amount of assets under management, the expectation for additional assets in the future,
the number of accounts a client will have under management, and whether a
custodian/broker other than Fidelity will be used. The exact fee schedule is attached in
the Investment Advisory Contract. Fees are paid quarterly in advance. Clients can
terminate their contracts with thirty days’ written notice; termination is 30 days after
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written notice. Refunds are given on a prorated basis, based on the number of days
remaining in a quarter at the point of termination. Clients can terminate their contracts
without penalty, for full refund, within 5 business days of signing the advisory contract.
Advisory fees are withdrawn directly from the client’s accounts with client written
authorization, which is documented in the Investment Advisory Contract.

Selection of Other Advisers Fees
PW can direct clients to third-party investment adviser firms. This relationship will be
disclosed in each contract between PW and the third-party adviser. Third-party adviser
fees are billed separate from fees charged by PW. Third-party advisers are responsible
for calculating and charging the fee they bill to clients. The total aggregate fee charged
by PW and each third-party adviser will not exceed any limit imposed by any regulatory
agency and will not exceed the maximum rate disclosed above.

Although the total investment advisory fee (fees charged by PW plus fees charged by
third-party advisers) incurred by a client will not exceed our maximum fee rate when a
client elects to use third-party adviser; we will typically adjust the fee rate we charge
based on the third-party adviser’s fee. Therefore, we have a conflict of interest in
recommending third-party advisers that agree to charge lower fees because we will in
turn retain a higher portion of the overall management fee. For example, some firms
may charge 0.25% annually and some may charge 0.50% annually. If a third-party
adviser is selected that charges 0.50%, we are more likely to lower our fee, but if a third-
party adviser that charges 0.25% is selected, we are less likely to lower our fee. To
control this conflict of interest, we attempt to negotiate the same fee charged by all third
party advisers. Moreover, our decision to recommend a third party adviser is based on
objective criteria such as prior investment performance, investment strategies offered
and the totality of investment advisory services available. To the extent a higher-priced
third-party adviser is selected, we will lower our fee to ensure total fees incurred by the
client are below our 1.25% annual maximum.

Pension Consulting Services Fees

   Fixed Fees
   The rate for pension consulting services is between $2,500 and $25,000, depending
   upon the complexity of the situation and the needs of the client. Fees are paid in
   advance, but never more than six months in advance.

   Hourly Fees
   The hourly fee for these services is between $200 and $400, depending upon the
   complexity of the situation and the needs of the client. Fees are paid in advance
   based on the estimated number of required hours, but never more than six months in
   advance.

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The fees are negotiable and the final fee schedule will be attached in the client contract.
Clients can terminate their contracts without penalty within five business days of
signing the client contract.

Financial Planning Fees
   Fixed Fees
   Depending upon the complexity of the situation and the needs of the client, the rate
   for creating client financial plans is between $2,500 and $25,000. Fees are paid in
   advance, but never more than six months in advance.

   Hourly Fees
   Depending upon the complexity of the situation and the needs of the client, the
   hourly fee for these services is between $200 and $400. Fees are paid in advance
   based on the estimated number of required hours, but never more than six months in
   advance.

The fees are negotiable and the final fee schedule will be attached in the Financial
Planning Agreement. Clients can terminate their contracts without penalty within five
business days of signing the Financial Planning Agreement.

B. Payment of Fees

Payment of Investment Supervisory Fees
Advisory fees are invoiced, billed directly to the client, and withdrawn directly from the
client’s accounts with client written authorization. Payments are due thirty days from
date of invoice. Fees are paid quarterly in advance.

Selection of Other Advisers Fees
The timing, frequency, and method of paying fees for selection of third-party managers
will depend on the specific third-party adviser selected and will be disclosed to the
client prior to entering into a relationship with the third-party adviser.

Payment of Pension Consulting Fees
Pension Consulting fees are paid via check in advance, but never more than six months
in advance.

Payment of Financial Planning Fees
Financial Planning fees are paid via check in advance, but never more than six months in
advance.

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       C. Clients Are Responsible For Third Party Fees
       Clients are responsible for the payment of all third-party fees (i.e. custodian fees, mutual
       fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and
       expenses charged by PW. Please see Item 12 of this brochure regarding
       broker/custodian.
...

Types of Clients:

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           Individuals
           High-Net-Worth Individuals
           Pension and Profit-Sharing Plans
           Trusts, Estates, or Charitable Organizations
           Corporations or Business Entities

Minimum Account Size

There is an account minimum, $500,000, which can be waived by the investment adviser, based
on the needs of the client and the complexity of the situation.