Woodward Financial Advisors Inc

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or more
written agreements/a written agreement with the Advisor.

A. Fees for Advisory Services
Wealth Management Services
Wealth management fees are paid quarterly, in advance of each calendar quarter, pursuant to the terms of the
investment advisory agreement. Investment advisory fees are based on the market value of assets under
management at the end of the prior calendar quarter. Wealth management fees are based on the following schedule:

                             Assets Under Management ($)                  Annual Rate (%)
                                      First $1,000,000                          1.00%
                                  $1,000,001 - $2,500,000                       0.75%
                                  $2,500,001 - $5,000,000                       0.60%
                                 $5,000,001 - $10,000,000                       0.50%
                                     Over $10,000,000                           0.25%

*For clients with assets under management below $1,000,000, the minimum quarterly advisory fee is
$2,500.

The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other
related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor
shall not receive any portion of these commissions, fees, and costs. Certain Clients may be subject to legacy fee
arrangements pursuant to the terms of their agreement[s].

Educational Seminars
Fees for educational seminars are collected on an hourly basis ranging from $250 to $300 per hour pursuant to an
engagement letter. The Advisor will provide the Client with an estimated total cost prior to engaging in this service.

B. Fee Billing
Wealth Management Services
Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at
the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted
from the Client’s account[s] at the beginning of the respective quarter. The amount due is calculated by applying the
quarterly rate (annual rate divided by 4) to the total assets under management with WFA at the end of the prior
quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the
wealth management fee. Clients are urged to also review and compare the statement provided by the Advisor to the
brokerage statement from the Custodian, as the Custodian does not perform a verification of fees. Clients provide
written authorization permitting advisory fees to be deducted by WFA to be paid directly from their account[s] held by
the Custodian as part of the wealth management agreement and separate account forms provided by the Custodian.

                                             Woodward Financial Advisors, Inc.
                                    101 Glen Lennox Drive, Suite 110, Chapel Hill, NC 27517
                                         Phone: (919) 929-2495 * Fax: (919) 929-2496
                                              http://www.woodwardadvisors.com

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than WFA, in connection with investments
made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees
charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities
transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and
conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for mutual funds
and other types of investments. The fees charged by WFA are separate and distinct from these custody and
execution fees.

In addition, all fees paid to WFA for investment advisory services are separate and distinct from the expenses
charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in
each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds,
other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible
distribution fee. A Client may be able to invest in these products directly, without the services of WFA, but would not
receive the services provided by WFA which are designed, among other things, to assist the Client in determining
which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the
Client should review both the fees charged by the fund[s] and the fees charged by WFA to fully understand the total
fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information.

D. Advance Payment of Fees and Termination
Wealth Management Services
WFA is compensated for its wealth management services in advance of the quarter in which services are rendered.
Either party may terminate the wealth management agreement, at any time, by providing advance written notice to
the other party. The Client may also terminate the wealth management agreement within five (5) business days of
signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for
bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client.
Upon termination, the Advisor will refund any unearned, prepaid wealth management fees from the effective date of
termination to the end of the quarter. The Client’s wealth management agreement with the Advisor is non-transferable
...

Item 7 – Types of Clients

WFA offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and
retirement plans. WFA generally does not impose a minimum relationship size.