Woodard & Co Asset Management Group Inc

FEES AND COMPENSATION

    FEE SCHEDULE

                   ACCOUNT VALUE               QUARTERLY FEE                 ANNUAL TOTAL

                   $250,000 to $1,000,000            0.2500%                       1.00%
                   $1,000,001 to $2,000,000          0.2250%                       0.90%
                   $2,000,001 to $4,000,000          0.2000%                       0.80%
                   Above $4,000,000                  0.1750%                       0.70%

                     *A fee of 1.25% annualized (.3125% quarterly) may be charged for accounts
                                            totaling less than $250,000.
                               *Fee may be negotiable depending on amount invested.
                       Certain exceptions apply to reduce or make negotiable the fee structure.
                           These may include health, employment or other considerations.

    BILLING PROCEDURES
    Management fees will be calculated and paid to WCAMG each calendar quarter, in advance, based on the value
    of the assets in the client’s account on the last business day of the previous calendar quarter. Partial initial
    periods will be prorated based on the value of the client’s account at the beginning of the period.

    For purposes of the management fee calculation “value of the assets in the client’s account” means the sum of
    the fair market value of all of the holdings in the client’s account. WCAMG may, in its discretion, also take
    into account assets of the client or other persons in the client’s household that are managed or serviced by
    WCAMG when determining a client’s management fees. Equity securities listed or traded on a national
    securities exchange or quoted on the over-the-counter market are valued at the last sales price on the day of
    valuation or, if no sale price is reported, at the last bid price. Other assets and securities for which market
    quotations are not readily available are valued at fair market value as determined in good faith by WCAMG.

    Management fees are debited directly from the client’s account unless other acceptable arrangements are
    requested. Management fees may be paid from free credit balances or from the liquidation/withdrawal of the
    client’s shares of any money market fund. Additional deposits/withdrawals of funds/securities are subject to
    the same billing procedures on a prorated basis.

    Any fees or expenses not paid within ten (10) days of the due date will accrue interest at the lesser of: (a) 1%
    per month; or (b) the maximum interest rate allowable under applicable law. If WCAMG has to take action to
    collect unpaid fees, then WCAMG will be entitled to collect from the client all collection expenses, including
    reasonable attorneys’ fees.

    WCAMG’s management fees are subject to change upon not less than 30 days written notice.

    OTHER FEES
    Where a client has chosen Fidelity as the Custodian, WCAMG will typically absorb transaction costs and
    expenses directly attributable to the purchase and sale of securities in the Client’s account(s) by WCAMG. (See
    Brokerage Practices, below.) However, all clients may incur certain charges imposed by third parties and/or
    former custodians including, among others, the following: IRA/Qualified Retirement Plan fees and/or other
    transaction fees, commissions, service charges, early surrender penalties, or termination fees. WCAMG does
    not accept or share in these fees.

     WCAMG retains the authority to invest client assets in, among other things, securities issued by mutual funds,
     exchange traded funds (ETFs) and other registered investment companies (collectively, Funds) if such
     investments are consistent with the Client Profile. The Client acknowledges that Funds will charge their own
     management fees and will have their own operating costs and expenses (such as administrative, custodial, legal
     and trading costs and expenses), and may charge redemption fees or 12b-1 fees, all of which will be in addition
     to the management fees and expenses charged by WCAMG. These fees and expenses are typically described in
     the Fund’s prospectus. The management fees also do not cover transfer taxes, wire transfer and electronic
     fund fees, other taxes on brokerage accounts and securities transactions or spreads that are built into the price
     of fixed income securities.

     TERMINATION OF MANAGEMENT AND FEE REFUNDS
     In the event of termination, any paid but unearned management fees will be promptly refunded to the client
     based on the number of days that the account was managed (less any termination fee charged by the Custodian
     or underlying portfolio investments), and any fees due to WCAMG will be invoiced or deducted from the
     client’s account prior to termination.

     All efforts are made to refund the management fee back into the account before the termination is complete;
     however, if that is not possible, a refund check will be mailed to the client’s last known address of record. In
     the case of a tax-deferred account (IRA) refund, it is the client’s responsibility to deposit the refund to the new
     custodian account as a rollover or to handle the tax consequences of the refund.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

     WCAMG does not accept performance-based fees - that is, fees based on a share of capital gains or capital
     appreciation of the assets of an account. The management fee is calculated as a percentage of the assets in the
     client’s account. Therefore, there is no side-by-side management, such as performance-based accounts and fee-
     only accounts.

TYPES OF CLIENTS

     CLIENT DESCRIPTIONS
     WCAMG provides discretionary asset management services to:
      • Individuals (i.e. individual/joint accounts, IRA’s etc.)   • Trusts        • Estates
      • Corporations and other business entities                   • Charitable organizations

     WCAMG provides non-discretionary asset management services to:
      • Pension/profit sharing plans
     ACCOUNT MINIMUMS
     The minimum account size at WCAMG is $250,000.00.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS