WOODARD & CO ASSET MANAGEMENT GROUP INC

WOODARD & COMPANY ASSET MANAGEMENT GROUP INC. 117 Kinderton Boulevard Bermuda Run, NC 27006 (336) 998-7000 800-214-1144 fax: (336) 998-7050 www.wcamg.com woodard@wcamg.com Form ADV, Part 2A This brochure provides information about the qualifications and business practices of Woodard & Company Asset Management Group, Inc. (WCAMG), a Registered Investment Advisory firm. WCAMG complies with registration and/or notice filing requirements imposed upon registered investment advisors by those states in which WCAMG maintains clients. Registration does not imply a certain level of skill or training. If you have questions about the contents of this brochure, please contact us by phone at (336) 998-7000 or 800- 214-1144, or by email at woodard@wcamg.com. The information provided in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about WCAMG is available on the SEC’s website at www.adviserinfo.sec.gov. Firm Brochure, dated 03/27/2025  SUMMARY OF MATERIAL CHANGES As of the last Annual Amendment, filed on 03/27/2024, there have been no Material Changes to the business of WCAMG.  TABLE OF CONTENTS ADVISORY BUSINESS ........................................................................................................................ 1 ▪ ▪ ▪ ▪ FIRM DESCRIPTION AND OWNERSHIP SERVICES OFFERED CLIENT RELATIONSHIPS ASSETS UNDER MANAGEMENT FEES AND COMPENSATION ........................................................................................................... 2 ▪ ▪ ▪ ▪ FEE SCHEDULE BILLING PROCEDURES OTHER FEES TERMINATION OF MANAGEMENT AND FEE REFUNDS PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ...................................... 3 TYPES OF CLIENTS ........................................................................................................................... 3 ▪ ▪ CLIENT DESCRIPTIONS ACCOUNT MINIMUMS METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ........................ 3 ▪ ▪ ▪ METHODS OF ANALYSIS INVESTMENT STRATEGIES RISK OF LOSS DISCIPLINARY INFORMATION ...................................................................................................... 5 FINANCIAL INDUSTRY AFFILIATIONS AND OTHER ACTIVITIES ........................................ 6 CODE OF ETHICS, PARTICIPATION/INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .............................................................................................................. 6 ▪ ▪ CODE OF ETHICS PARTICIPATION/INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING BROKERAGE PRACTICES ................................................................................................................. 6 ▪ ▪ ▪ ▪ ▪ DIRECTED BROKERAGE BEST EXECUTION BLOCKED TRANSACTIONS TRADE ERRORS REFERRALS REVIEW OF ACCOUNTS .................................................................................................................. 8 ▪ ▪ PERIODIC REVIEWS REGULAR REPORTS CLIENT REFERRALS AND OTHER COMPENSATION ............................................................... 8 CUSTODY ............................................................................................................................................. 8 INVESTMENT DISCRETION ........................................................................................................... 8 VOTING CLIENT SECURITIES ........................................................................................... 9 FINANCIAL INFORMATION ............................................................................................... 9  TABLE OF CONTENTS (CONT.) APPENDIX - BROCHURE SUPPLEMENTS (FORM ADV, PART 2B) ▪ ▪ ▪ ▪ ▪ ▪ JOHN B. WOODARD, JR. JOAN H. WOODARD TODD F. SENTER MATT P. BLADES STEVEN W. HUNGERFORD JOHN B. WOODARD, III  ADVISORY BUSINESS FIRM DESCRIPTION AND OWNERSHIP Woodard & Company Asset Management Group, Inc. (WCAMG) owned by John B. Woodard Jr., is a Registered Investment Advisory firm established in 1985. We provide discretionary asset management for individuals and institutions. Clients give us authority to invest their assets as we determine, based on our understanding of the client’s objectives. The focus of our organization is the management of our clients’ investment portfolios. SERVICES OFFERED WCAMG provides discretionary asset management for individual and institutions using: • Corporate Debt Securities • Municipal Securities • Investment Company Securities • US Government Securities • Equities • Certificates of Deposit • Mutual Funds • Commodities • Exchange Traded Funds In addition, we provide retirement plan services to employers. Our retirement plan package includes all plan arrangements, such as profit sharing plans, SEP-IRAs, pension, and 401(k) plans. We provide employee education, quality service, flexibility in investment choices and coordinated administration with the record keeper, trustees and/or plan sponsor. CLIENT RELATIONSHIPS WCAMG provides continuous and regular supervisory and management services to our portfolios. We use a team approach to manage our clients’ assets. Our investment decisions are typically made by our Investment Committee, not by any one individual. We seek to learn our client’s goals and objectives, risk tolerance and circumstances in order to determine an appropriate investment model/allocation for each client. These factors provide the foundation for determining the asset allocation chosen for each client. Unlike a relationship where one individual selects and invests for the client, our Investment Committee determines policy and decisions as a team. Clients may, on occasion, deposit or transfer in securities that they designate we hold but not provide advice. These designated securities are held in a “non-bill/non-performance” category in the client’s account. This is done so for the convenience of the client. WCAMG is not responsible for evaluating the investment merit or reviewing proxies, tenders or other aspects of the securities held as “non-bill/non-performance”. We will offer advice or opinions on these securities upon request by the client. WCAMG’s discretionary investment advisory services are provided on a “fee only” basis. Discretionary clients who use Fidelity Investments Institutional Services Company, Inc. (Fidelity) as a custodian will not pay an additional fee for custody or brokerage. Clients do not pay an additional fee for this added benefit. This arrangement is considered a “wrap fee” program, even though this program does not charge an additional fee and the management services offered to these clients are the same as those offered to WCAMG’s other discretionary clients. For more information, please see Brokerage Practices, below, and also see WCAMG’s Wrap Fee Brochure. ASSETS UNDER MANAGEMENT Rounded to the nearest 1000, as of 12/31/2024 the total number of accounts managed by WCAMG is 3,000 and their value is $1,039,000,000.00. Page 1  FEES AND COMPENSATION FEE SCHEDULE ACCOUNT VALUE QUARTERLY FEE ANNUAL TOTAL $100,000 to $300,000 $300,001 to $1,000,000 $1,000,001 to $2,000,000 $2,000,001 to $4,000,000 Over $4,000,001 .3125% .2500% .2250% .2000% .1750% 1.25% 1.00% 0.90% 0.80% 0.70% *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. Page 2  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: • Estates • Individuals (i.e. individual/joint accounts, IRA’s etc.) • Corporations and other business entities • Trusts • Charitable organizations WCAMG provides non-discretionary asset management services to: • Pension/profit sharing plans ACCOUNT MINIMUMS The minimum account size at WCAMG is $100,000.00. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS METHODS OF ANALYSIS Investment strategy evolves from both internal and external research; however all decisions are made in house by our management team. The Investment Committee reviews financial, economic and company specific data in real time through external services. Page 3  WCAMG conducts its own research in support of its investment strategies. Numerous resources are used and all research is paid for by our firm. We do not utilize soft dollar or other similar arrangements for research. INVESTMENT STRATEGIES WCAMG manages assets using two basic styles. • Tactical Asset Allocation Our primary management style bases our portfolio structure on our client’s needs and objectives. This incorporates established portfolio theory with our experience in markets, trends and the economy to make tactical reallocations to reflect the changing investment environment. We then use leading mutual fund management in different asset classes to structure a sound and diversified investment portfolio. • Market Leaders For clients seeking equity management, our stock portfolio invests in blue chip stocks that are leaders or emerging leaders in their specific industry group. Typically this portfolio is tax efficient and sector neutral to the S & P 500. It is concentrated and generally consists of approximately thirty stocks that are primarily large- cap, blue chip companies. RISK OF LOSS WCAMG generally uses mutual funds, ETFs, common stocks and bonds. We address risk through broad diversification, under risk tolerance guidance provided by the client. Our fund choices incorporate stocks, bonds (both domestic US and foreign, as well as small, mid and large cap equities), commodity ETFs or mutual funds (generally gold, silver and agricultural) or hedging strategies (long/short mutual funds, contrarian strategies to defray risk in market declines). These strategies are more appropriate for the long term investor as all of the indicated securities are subject to market risk and volatility. Please note that it is impossible to predict the performance of the markets. Our investment disciplines are implemented in every effort to act in the best interest of our clients. Investing in securities involves risk of loss that clients should be prepared to bear. WCAMG makes every effort to make decisions based on accurate, up-to-date information that is in the best interest of our clients. Below is a description of several of the principal risks that client investment portfolios face: Management Risks. While WCAMG manages client investment portfolios based on WCAMG’s experience, research and proprietary methods, the value of client investment portfolios will change daily based on the performance of the underlying securities in which they are invested. Accordingly, client investment portfolios are subject to the risk that WCAMG allocates assets to asset classes that are adversely affected by unanticipated market movements, and the risk that WCAMG’s specific investment choices could underperform their relevant indexes. Economic Conditions. Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, political and diplomatic events and trends, and tax laws may adversely affect the business prospects or perceived prospects of companies. While WCAMG performs due diligence on the companies in whose securities it invests, economic conditions are not within the control of WCAMG and no assurances can be given that WCAMG will anticipate adverse developments. Equity Market Risks. WCAMG will generally invest portions of client assets directly into equity investments, primarily stocks, or into Funds that invest in the stock market. As noted above, while Funds have diversified portfolios that may make them less risky than investments in individual securities, Funds that invest in stocks and other equity securities are nevertheless subject to the risks of the stock market. These risks include, without limitation, the risks that stock values will decline due to daily fluctuations in the markets, and that stock values will decline over longer periods (e.g., bear markets) due to general market declines in the stock prices for all companies, regardless of any individual security’s prospects. Page 4  Fixed Income Risks. WCAMG may invest portions of client assets directly into fixed income instruments, such as bonds and notes, or may invest in Funds that invest in bonds and notes. While investing in fixed income instruments, either directly or through Funds, is generally less volatile than investing in stock (equity) markets, fixed income investments nevertheless are subject to risks. These risks include, without limitation, interest rate risks (risks that changes in interest rates will devalue the investments), credit risks (risks of default by borrowers), or maturity risk (risks that bonds or notes will change value from the time of issuance to maturity). Risks of Investments in Mutual Funds and ETFs. As described above, WCAMG may invest client portfolios in Funds. Investments in Funds are generally less risky than investing in individual securities because of their diversified portfolios; however, these investments are still subject to risks associated with the markets in which they invest. In addition, Funds’ success will be related to the skills of their particular managers and their performance in managing their Funds. Funds are also subject to risks due to regulatory restrictions applicable to registered investment companies under the Investment Company Act of 1940, as amended. Funds charge fees that are in addition to the fees charged by WCAMG. Risks Related to ETF NAV and Market Price. The market value of an ETF’s shares may differ from its net asset value (NAV). This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for its underlying securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that a portfolio pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the portfolio’s value is reduced for undervalued ETFs it holds and that the portfolio receives less than NAV when selling an ETF). Foreign Securities Risks. WCAMG may invest portions of client assets into Funds that invest internationally. While foreign investments are important to the diversification of client investment portfolios, they carry risks that may be different from U.S. investments. For example, foreign investments may not be subject to uniform audit, financial reporting or disclosure standards, practices or requirements comparable to those found in the United States. Foreign investments are also subject to foreign withholding taxes and the risk of adverse changes in investment or exchange control regulations. Finally, foreign investments may involve currency risk, which is the risk that the value of the foreign security will decrease due to changes in the relative value of the U.S. dollar and the security’s underlying foreign currency. Commodity Risk: Investing in commodities through commodity-linked Funds may subject a portfolio to potentially greater volatility than investments in traditional securities. The value of commodity-linked Funds will be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Lack of Diversification. Client accounts may not have a diversified portfolio of investments at any given time, and a substantial loss with respect to any particular investment in an undiversified portfolio will have a substantial negative impact on the aggregate value of the portfolio. DISCIPLINARY INFORMATION No one at WCAMG has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. Page 5  FINANCIAL INDUSTRY AFFILIATIONS AND OTHER ACTIVITIES WCAMG has entered into a sub-advisory arrangement with H&H Investment Planners, Inc. (H&H) whereby H&H provides WCAMG with advisory, research, trading and other operational and administrative services. Ancillary to this arrangement, H&H may from time to time refer certain potential advisory clients to WCAMG. In exchange for providing sub-advisory services, H&H receives a percentage of the aggregate net advisory fees received by WCAMG from clients (whether or not such clients are referred by H&H). H&H receives no additional fee for making referrals, and clients of WCAMG do not pay any additional fees in respect of any sub- advisory services they may receive. CODE OF ETHICS, PARTICIPATION/INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING CODE OF ETHICS As a fiduciary, Woodard and Company Asset Management Group, Inc. and our employees and affiliates have an affirmative duty of care, loyalty, honesty and good faith to act in the best interest of our clients. The duty of WCAMG is to place the interest of the client first. We wish to achieve a higher standard by requiring that in addition to complying with the law we also uphold the highest degree of ethical behavior. The employees and affiliates of WCAMG have committed to a Code of Ethics that is available for review by clients and prospective clients. A complete copy of the Code of Ethics will be furnished upon request. PARTICIPATION/INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Officers, employees and affiliates of WCAMG. may buy and/or sell securities for their personal accounts that are recommended for client accounts. WCAMG maintains personal transaction records, which are reviewed quarterly These reviews are designed to ensure that the personal trading does not affect the markets and that clients receive preferential treatment. Since most trades are small mutual fund or exchange-traded fund trades they do not affect the securities market. WCAMG does not make a market in any security. All rules and regulations of the Investment Advisory Act of 1940 are strictly followed. Insider trading is not permitted. BROKERAGE PRACTICES WCAMG performs discretionary asset management for our clients relative to our understanding of their individual needs, objectives and resources. Clients give WCAMG the authority to act on their behalf in the determination of securities bought and sold and the amount invested in each security. For each trade where it exercises discretion to make brokerage determinations for a client account, WCAMG seeks “best execution”, which is a combination of price and execution relative to our instructions, and other factors. WCAMG has an arrangement with Fidelity whereby WCAMG pays a flat fee out of its own resources to Fidelity in exchange for the right to make a certain quantity of trades with Fidelity without incurring transaction costs (i.e., commissions, ticket charges, etc.) (the Fidelity Arrangement). If a client selects Fidelity as Custodian, it is expected that most (if not all) transactions for the client’s account will be effected through the Custodian and the account will typically not incur custody charges or transaction costs in connection therewith. Client accounts that are not custodied at Fidelity will not receive the benefit of the Fidelity Arrangement, and will typically pay fees for custody and brokerage transactions in addition to WCAMG’s management fees. Page 6  DIRECTED BROKERAGE Clients may direct WCAMG to use a particular broker for custodial or transaction services on behalf of the client’s portfolio. In directed brokerage arrangements, the client is responsible for negotiating the commission rates and other fees to be paid to the broker. Accordingly, a client who directs brokerage should consider whether such designation may result in certain costs or disadvantages to the client, either because the client may pay higher commissions or obtain less favorable execution, or the designation limits the investment options available to the client. BEST EXECUTION The Fidelity Arrangement is designed to maximize efficiency and to be cost effective. By directing brokerage arrangements, the client acknowledges that these economies of scale and levels of efficiency are generally compromised when alternative brokers are used. While every effort is made to treat clients fairly over time, the fact that a client chooses to use the brokerage and/or custodial services of these alternative service providers may in fact result in a certain degree of delay in executing trades for their account(s) and otherwise adversely affect management of their account(s). WCAMG considers the following factors in selecting brokerage firms for your transactions and in determining the reasonableness of the compensation or other remuneration paid to the brokerage firms: • Quality of Support Services and Technology • Trade Implementation Costs • Value of Research and Related Information and Products Provided • Market Liquidity Provided • Confidentiality of Trading Intentions • Financial Stability • Trade Error Resolution Process • Other Factors Which May Be Identified by WCAMG From Time to Time We have established an Execution Review Committee which periodically reviews our brokerage practices and the reasonableness of compensation or other remuneration paid to brokerage firms and monitors our efforts to seek best execution of client transactions. BLOCKED TRANSACTIONS We may group or block orders from time to time for the same security for more than one client account in order to more effectively execute the orders. This is what is known as a “block transaction”. This process can create trading efficiencies, prompt attention to the order and improved price execution since the block transaction may be executed at various prices but averaged as to price. Personal transactions for our employees may be included in such block transactions. Where such block transactions are not fully executed, we will seek to allocate the executed portion of the block transaction on basis which we consider fair to our clients over time. Generally, this will mean a pro rata allocation or allocation on a rotational basis although we may, in certain circumstances, allocate purchases or sales on other basis after consideration of factors such as taxability of the account, cash available for investment, asset mix of the account, objectives and restrictions of the account, company and industry concentrations, broker designations specified by the client, size of the execution versus the total order size, and partial positions versus full positions. Any employee transactions will be excluded from block transactions which are not fully executed. TRADE ERRORS Errors in executing client transactions may occur from time to time which we will seek to correct on a timely basis so that you will not incur a loss or other costs as a result of any such errors. Any loss or costs incurred as a result of the correction of such errors will be borne by us or by your broker/custodian while any market gains result from the correction of such errors will usually be retained by your broker/custodian or by you. Page 7  REFERRALS At no cost, we assist "do-it-yourself" investors (generally not clients of WCAMG) in understanding investing and no-load mutual funds. Based on their proven integrity and financial responsibility, we recommend some of the discount brokerage platforms. WCAMG does not benefit in any way from this assistance; there is no hard or soft dollar compensation from either the individual, brokerage firm or any other entity. REVIEW OF ACCOUNTS PERIODIC REVIEWS • WCAMG reviews the securities and investments held in client accounts for ongoing suitability and specific investment appropriateness. Assets transferred in are reviewed upon receipt. • The Investment Committee reviews the securities and investments held in client accounts for ongoing suitability and specific investment appropriateness. • WCAMG regularly reviews all discretionary accounts to assure accuracy of data (dividends, buys/sells etc…) prior to the compilation and issuance of quarterly reports. REGULAR REPORTS WCAMG contacts clients as necessary. Clients receive detailed monthly account statements from the custodian. WCAMG issues comprehensive reports to clients that detail account performance statistics on a quarterly basis. CLIENT REFERRALS AND OTHER COMPENSATION As stated above, WCAMG entered into a sub-advisory arrangement with H&H Investment Planners, Inc. (H&H) whereby H&H provides WCAMG with advisory, research, trading and other operational and administrative services. Ancillary to this arrangement, H&H may from time to time refer certain potential advisory clients to WCAMG. In exchange for providing sub-advisory services, H&H receives a percentage of the aggregate net advisory fees received by WCAMG from clients (whether or not such clients are referred by H&H). H&H receives no additional fee for making referrals, and clients do not pay any additional fees in respect of any sub- advisory services they may receive. CUSTODY WCAMG’s assets under management are held in a custodial account at a bank, trust company or securities firm selected by WCAMG. Such entities are “qualified custodians” as defined under the Advisers Act. WCAMG will not maintain custody of clients’ funds or securities, with the exception of deduction of WCAMG’s fees from clients’ accounts if authorized in the advisory agreement between clients and WCAMG. Because of the benefits of the Fidelity Arrangement, WCAMG typically recommends that clients select Fidelity as their custodian. As a result, Fidelity is the qualified custodian of nearly all client accounts at WCAMG. From time to time however, clients may select an alternate broker to hold accounts in custody. In any case, it is the custodian’s responsibility to provide clients with confirmations of trading activity, tax forms and at least quarterly account statements. Clients are advised to review this information carefully, and to notify WCAMG of any questions or concerns. Clients are also asked to promptly notify WCAMG if the custodian fails to provide statements on each account held. INVESTMENT DISCRETION The client gives WCAMG the authority to act on a discretionary basis. This allows us complete trading authorization with respect to the purchase, sale, trade, tender and exchange of securities and/or funds for their account. The client agrees to provide WCAMG pertinent information so that WCAMG can evaluate the investment goals and objectives of the client. Page 8  VOTING CLIENT SECURITIES As a policy and in accordance with WCAMG’s investment advisory agreement with each client, WCAMG does not vote proxies related to securities held in client accounts unless specifically authorized to do so by the client. The client understands and agrees that it is the client’s obligation to vote all proxies that are solicited for securities held in the client’s account, unless WCAMG has expressly agreed to do so. WCAMG will not be required to take action or render advice with respect to the voting of proxies unless specifically agreed to by WCAMG. FINANCIAL INFORMATION WCAMG does not require or solicit prepayment of any client fees six months or more in advance, and WCAMG currently does not have any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. Page 9  WOODARD & COMPANY ASSET MANAGEMENT GROUP INC. 117 Kinderton Boulevard Bermuda Run, NC 27006 (336) 998-7000 800-214-1144 fax: (336) 998-7050 www.wcamg.com woodard@wcamg.com Page 10  John B. Woodard, Jr. Brochure Supplement Form ADV, Part 2B This brochure supplement provides information about John B. Woodard, Jr. that supplements the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A), of which you should have received a copy. Please contact Woodard & Company Asset Management Group, Inc. by telephone at (336) 998-7000 or 800-214-1144 or by email at woodard@wcamg.com if you did not receive the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A) or if you have any questions about the contents of this supplement. Brochure Supplement, ADV Part 2B, dated 03/27/2025 Page 11  John B. Woodard, Jr. Educational Background and Business Experience John Woodard founded the firm in May of 1985. Mr. Woodard, President of Woodard & Company Asset Management Group, Inc. serves as an investment counselor and is a member of the Investment Committee. Primarily focusing on equity selection and overall portfolio strategy, he is involved with all phases of the business. Born in 1953, he graduated from the State University of New York with a Bachelor of Science in Business Administration. Mr. Woodard began his investment career in the late 1970's with E. F. Hutton & Co., Inc. as a stockbroker and subsequently worked with Shearson Lehman Bros. Mr. Woodard holds the Series 65 Registered Investment Advisor registration. Disciplinary Information No one at Woodard & Company Asset Management Group, Inc. has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. Other Business Activities John Woodard is not actively engaged in any other investment related business or occupation. Additional Compensation John Woodard does not receive any economic benefits or additional compensation from any source other than Woodard & Company Asset Management Group, Inc. for providing financial advisory services. Supervision As the founder and President of Woodard & Company Asset Management Group, Inc. John Woodard is not supervised by any officer, employee or affiliate of WCAMG. Page 12  Joan H. Woodard Brochure Supplement Form ADV, Part 2B This brochure supplement provides information about Joan H. Woodard. that supplements the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A), of which you should have received a copy. Please contact Woodard & Company Asset Management Group, Inc. by telephone at (336) 998-7000 or 800-214-1144 or by email at woodard@wcamg.com if you did not receive the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A) or if you have any questions about the contents of this supplement. Brochure Supplement, ADV Part 2B, dated 03/27/2025 Page 13  Joan H. Woodard Educational Background and Business Experience Joan Woodard, Chief Financial Officer, serves as a member of the Investment Committee and is a Certified Public Accountant (CPA). Among her primary responsibilities is the design and implementation of 401(k), pension and profit sharing plans as well as general counsel on tax issues. Mrs. Woodard graduated from the University of North Carolina at Chapel Hill with a Bachelor of Science in Business Administration. She was a public accountant at Bailey, Self & Harris until 1984, and the Controller of Douglas Battery Manufacturing until 1994, when she joined Woodard & Company Asset Management Group, Inc. Disciplinary Information No one at Woodard & Company Asset Management Group, Inc. has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. Other Business Activities Joan Woodard is not actively engaged in any other investment related business or occupation. Additional Compensation Joan Woodard does not receive any economic benefits or additional compensation from any source other than Woodard & Company Asset Management Group, Inc. for providing financial advisory services. Supervision Joan Woodard is supervised by John Woodard - the president of Woodard & Company Asset Management Group, Inc. Mr. Woodard may be reached by telephone at (336) 998-7000 or 800-214-1144. Page 14  Todd F. Senter Brochure Supplement Form ADV, Part 2B This brochure supplement provides information about Todd F. Senter that supplements the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A), of which you should have received a copy. Please contact Woodard & Company Asset Management Group, Inc. by telephone at (336) 998-7000 or 800-214-1144 or by email at woodard@wcamg.com if you did not receive the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A) or if you have any questions about the contents of this supplement. Brochure Supplement, ADV Part 2B, dated 03/27/2025 Page 15  Todd F. Senter Educational Background and Business Experience Todd Senter is an Investment Advisor Representative, Director of Operations and also serves as Chief Compliance Officer. He is a member of the Investment Committee. His primary responsibilities include fund analysis and implementing the asset allocation decisions made by the Investment Committee, as well as compliance oversight. Mr. Senter graduated from Appalachian State University in 1996, with a Bachelor of Science in Business Administration, majoring in Risk Management and Insurance. Prior to joining Woodard & Company Asset Management Group, Inc. in 2004, Mr. Senter was the Property and Casualty Loss Manager for Auto-Owners Insurance Company, managing all company staff, claims activity and agency relationships in the Piedmont Triad and Western North Carolina region. Mr. Senter holds the Series 65 Registered Investment Advisor registration and is a CERTIFIED FINANCIAL PLANNER™ certificant. Disciplinary Information No one at Woodard & Company Asset Management Group, Inc. has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. Other Business Activities Todd Senter is not actively engaged in any other investment related business or occupation. Additional Compensation Todd Senter does not receive any economic benefits or additional compensation from any source other than Woodard & Company Asset Management Group, Inc. for providing financial advisory services. Supervision Todd Senter is supervised by John Woodard - the president of Woodard & Company Asset Management Group, Inc. Mr. Woodard may be reached by telephone at (336) 998-7000 or 800-214-1144. Page 16  Matthew P. Blades Brochure Supplement Form ADV, Part 2B This brochure supplement provides information about Matthew P. Blades that supplements the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A), of which you should have received a copy. Please contact Woodard & Company Asset Management Group, Inc. by telephone at (336) 998-7000 or 800-214-1144 or by email at woodard@wcamg.com if you did not receive the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A) or if you have any questions about the contents of this supplement. Brochure Supplement, ADV Part 2B, dated 03/27/2025 Page 17  Matthew P. Blades Educational Background and Business Experience Matthew Blades is an investment advisor representative for Woodard & Company Asset Management Group, Inc. He joined Woodard & Company in September of 2021 and is a member of Woodard & Company’s Investment Committee. His primary responsibilities include security analysis and financial planning. Mr. Blades earned a BA in Religion from Furman University in 2012, a MA in Theological Studies from Liberty University in 2016, and a MS in Finance from Liberty University in 2020. Mr. Blades holds the Series 65 Registered Investment Advisor registration and is a CERTIFIED FINANCIAL PLANNER™ certificant. Prior to joining Woodard & Company Asset Management Group, Inc., Mr. Blades was entrusted with a variety of roles during his time with State Employees’ Credit Union where he most recently served as a Senior Financial Services Officer II while holding the roles of Mortgage Team Leader and Financial Advisory Services Coordinator. Disciplinary Information No one at Woodard & Company Asset Management Group, Inc. has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. Other Business Activities Matthew Blades is not actively engaged in any other investment related business or occupation. Additional Compensation Matthew Blades does not receive any economic benefits or additional compensation from any source other than Woodard & Company Asset Management Group, Inc. for providing financial advisory services. Supervision Matthew Blades is supervised by John Woodard - the president of Woodard & Company Asset Management Group, Inc. Mr. Woodard may be reached by telephone at (336) 998-7000 or 800-214-1144. Page 18  Steven W. Hungerford Brochure Supplement Form ADV, Part 2B This brochure supplement provides information about Steven W. Hungerford that supplements the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A), of which you should have received a copy. Please contact Woodard & Company Asset Management Group, Inc. by telephone at (336) 998-7000 or 800-214-1144 or by email at woodard@wcamg.com if you did not receive the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A) or if you have any questions about the contents of this supplement. Brochure Supplement, ADV Part 2B, dated 03/27/2025 Page 19  Steven W. Hungerford Educational Background and Business Experience Steven W. Hungerford is the President and Chief Compliance Officer of H & H Investment Planners, Inc, a sub-advisor to Woodard & Company Asset Management Group Inc. Steve W. Hungerford holds the series 65 license for registered investment advisors. Born in 1963, Mr. Hungerford is a principal owner of H & H Investment Planners, Inc. and earned a B.S. in Bible from Baptist Bible College in Clarks Summit, PA in 1986. He graduated magna cum laude with an M.A. in Counseling Psychology from Trinity university in Deerfield, IL in 1992. Prior to joining H & H in 1997, he spent eight years as a counselor in the field of psychology, including five years working in an inpatient psychiatric unit. Disciplinary Information No one at Woodard & Company Asset Management Group, Inc. has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. Other Business Activities Steve Hungerford is not actively engaged in any other investment related business or occupation. Additional Compensation Steve Hungerford, as an employee of H & H Investment Planners, Inc. does not receive any economic benefits or additional compensation from any source other than Woodard & Company Asset Management Group, Inc. for providing financial advisory services. Supervision Steve Hungerford and H & H Investment Planners, Inc. are supervised by John Woodard - the president of Woodard & Company Asset Management Group, Inc. Mr. Woodard may be reached by telephone at (336) 998-7000 or 800-214-1144. Page 20  John B. Woodard, III Brochure Supplement Form ADV, Part 2B This brochure supplement provides information about John B. Woodard, III. that supplements the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A), of which you should have received a copy. Please contact Woodard & Company Asset Management Group, Inc. by telephone at (336) 998-7000 or 800-214-1144 or by email at woodard@wcamg.com if you did not receive the Woodard & Company Asset Management Group, Inc. Firm Brochure (Form ADV Part 2A) or if you have any questions about the contents of this supplement. Brochure Supplement, ADV Part 2B, dated 03/27/2025 Page 21  John B. Woodard, III Educational Background and Business Experience John Woodard III is an investment advisor representative at Woodard & Company, where he brings a wealth of knowledge and expertise in finance and economics. A proud graduate of Virginia Tech, John earned his degree in Finance, graduating Cum Laude, with a minor in Economics back in December of 2023. John joined Woodard & Company in June of 2024 and is a member of the investment committee and marketing committee. He holds the Series 65 Registered Investment Advisor Registration and passed the Securities Industry Essentials (SIE) Exam. John’s primary responsibilities include security analysis, portfolio selection, and marketing strategy. Prior to joining Woodard & Company, John held a position working in the pension plan division at Fidelity Investments as well as participating in their Fidelity Scholars program. Disciplinary Information No one at Woodard & Company Asset Management Group, Inc. has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. Other Business Activities John Woodard is not actively engaged in any other investment related business or occupation. Additional Compensation John Woodard does not receive any economic benefits or additional compensation from any source other than Woodard & Company Asset Management Group, Inc. for providing financial advisory services. Supervision John Woodard, III is supervised by John Woodard, Jr. - the president of Woodard & Company Asset Management Group, Inc. Mr. Woodard may be reached by telephone at (336) 998-7000 or 800-214-1144. Page 22 

WOODARD & COMPANY ASSET MANAGEMENT GROUP INC. 117 Kinderton Boulevard Bermuda Run, NC 27006 (336) 998-7000 800-214-1144 fax: (336) 998-7050 www.wcamg.com woodard@wcamg.com Wrap Fee Brochure This wrap fee program brochure provides information about the qualifications and business practices of Woodard & Company Asset Management Group, Inc. (WCAMG), a Registered Investment Advisory firm. WCAMG complies with registration and/or notice filing requirements imposed upon registered investment advisors by those states in which WCAMG maintains clients. Registration does not imply a certain level of skill or training. If you have questions about the contents of this brochure, please contact us by phone at (336) 998-7000 or 800- 214-1144, or by email at woodard@wcamg.com. The information provided in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about WCAMG is available on the SEC’s website at www.adviserinfo.sec.gov. Firm Wrap Fee Brochure, dated 03/27/2025  TABLE OF CONTENTS SERVICES, FEES AND COMPENSATION .......................................................................... 1 ▪ ▪ ▪ ▪ ▪ ▪ ▪ SERVICES OFFERED CLIENT RELATIONSHIPS PROGRAM FEE SCHEDULE OTHER FEES BILLING PROCEDURES TERMINATION OF MANAGEMENT AND FEE REFUNDS ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ............................................................ 3 ▪ ▪ CLIENT DESCRIPTIONS ACCOUNT MINIMUMS PORTFOLIO MANAGER SELECTION AND EVALUATION........................................................ 3 ▪ ▪ ▪ ▪ ▪ SELECTION OF PORTFOLIO MANAGERS ADVISORY BUSINESS PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS VOTING CLIENT SECURITIES CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS ....................................... 5 CLIENT CONTACT WITH PORTFOLIO MANAGERS .................................................................. 6 ADDITIONAL INFORMATION ........................................................................................................ 6 ▪ ▪ ▪ ▪ ▪ ▪ DISCIPLINARY INFORMATION FINANCIAL INDUSTRY AFFILIATIONS AND OTHER ACTIVITIES CODE OF ETHICS, PARTICIPATION/INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING REVIEW OF ACCOUNTS CLIENT REFERRALS AND OTHER COMPENSATION FINANCIAL INFORMATION  SERVICES, FEES AND COMPENSATION SERVICES OFFERED WCAMG provides discretionary asset management for individual and institutions using: • Corporate Debt Securities • Municipal Securities • Investment Company Securities • US Government Securities • Equities • Certificates of Deposit • Mutual Funds • Commodities • Exchange Traded Funds CLIENT RELATIONSHIPS WCAMG uses a team approach to manage our clients’ assets. Our investment decisions are typically made by our Investment Committee, not by any one individual. We seek to learn our client’s goals and objectives, risk tolerance and circumstances in order to determine an appropriate investment model/allocation for each client. These factors provide the foundation for determining the asset allocation chosen for each client. Unlike a relationship where one individual selects and invests for the client, our Investment Committee determines policy and decisions as a team. Clients may, on occasion, deposit or transfer in securities that they designate we hold but not provide advice. These designated securities are held in a “non-bill/non-performance” category in the client’s account. This is done so for the convenience of the client. WCAMG is not responsible for evaluating the investment merit or reviewing proxies, tenders or other aspects of the securities held as “non-bill/non-performance”. We will offer advice or opinions on these securities upon request by the client. PROGRAM WCAMG’s discretionary investment advisory services are provided on a “fee only” basis. Discretionary clients who use Fidelity Investments Institutional Services Company, Inc., (Fidelity) as a custodian will not pay an additional fee for custody or brokerage. This is because WCAMG has an arrangement with Fidelity whereby WCAMG pays a flat fee out of its own resources to Fidelity in exchange for the right to make a certain quantity of trades with Fidelity without incurring transaction costs (i.e., commissions, ticket charges, etc.) (the Program). The program is considered a “wrap fee” program, because clients participating in the Program pay a single, asset-based fee, and are not charged separately for custody or brokerage transactions. Because WCAMG pays to Fidelity the costs associated with the Program, there is no additional cost to clients. The management services offered to these clients are the same as those offered to WCAMG’s other discretionary clients. Page 1  FEE SCHEDULE Clients pay to WCAMG the following fees for WCAMG’s advisory services: ACCOUNT VALUE QUARTERLY FEE ANNUAL TOTAL $100,000 to $300,000 $300,001 to $1,000,000 $1,000,001 to $2,000,000 $2,000,001 to $4,000,000 Over $4,000,001 .3125% .2500% .2250% .2000% .1750% 1.25% 1.00% 0.90% 0.80% 0.70% *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. WCAMG’s management fees are subject to change upon not less than 30 days written notice. OTHER 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 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. WCAMG does not charge clients an additional fee to participate in the Program. However, clients may be able to purchase services similar to those offered under the Program from other service providers either separately or as part of a similar wrap fee program. These services or programs may cost more or less than the Program, depending on the fees charged by such other service providers. 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 Page 2  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. 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. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS CLIENT DESCRIPTIONS WCAMG provides discretionary asset management services to: • Estates • Individuals (i.e. individual/joint accounts, IRAs etc.) • Corporations and other business entities • Trusts • Charitable organizations ACCOUNT MINIMUMS The minimum account size at WCAMG is $100,000.00. PORTFOLIO MANAGER SELECTION AND EVALUATION SELECTION OF PORTFOLIO MANAGERS WCAMG does not select portfolio managers for clients in the Program other than portfolio managers at WCAMG. ADVISORY BUSINESS Please see Services, Fees and Compensation, above, for a description of WCAMG’s business. 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. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Investment strategy evolves from both internal and external research; however all decisions are made in house by our management team. The Investment Committee reviews financial, economic and company specific data in real time through external services. Page 3  WCAMG conducts its own research in support of its investment strategies. Numerous resources are used and all research is paid for by our firm. We do not utilize soft dollar or other similar arrangements for research. WCAMG manages assets using two basic styles. • Tactical Asset Allocation Our primary management style bases our portfolio structure on our client’s needs and objectives. This incorporates established portfolio theory with our experience in markets, trends and the economy to make tactical reallocations to reflect the changing investment environment. We then use leading mutual fund management in different asset classes to structure a sound and diversified investment portfolio. • Market Leaders For clients seeking equity management, our stock portfolio invests in blue chip stocks that are leaders or emerging leaders in their specific industry group. Typically this portfolio is tax efficient and sector neutral to the S & P 500. It is concentrated and generally consists of approximately thirty stocks that are primarily large- cap, blue chip companies. WCAMG generally uses mutual funds, ETFs, common stocks and bonds. We address risk through broad diversification, under risk tolerance guidance provided by the client. Our fund choices incorporate stocks, bonds (both domestic US and foreign, as well as small, mid and large cap equities), commodity ETFs or mutual funds (generally gold, silver and agricultural) or hedging strategies (long/short mutual funds, contrarian strategies to defray risk in market declines). These strategies are more appropriate for the long term investor as all of the indicated securities are subject to market risk and volatility. Please note that it is impossible to predict the performance of the markets. Our investment disciplines are implemented in every effort to act in the best interest of our clients. Investing in securities involves risk of loss that clients should be prepared to bear. WCAMG makes every effort to make decisions based on accurate, up-to-date information that is in the best interest of our clients. Below is a description of several of the principal risks that client investment portfolios face: Management Risks. While WCAMG manages client investment portfolios based on WCAMG’s experience, research and proprietary methods, the value of client investment portfolios will change daily based on the performance of the underlying securities in which they are invested. Accordingly, client investment portfolios are subject to the risk that WCAMG allocates assets to asset classes that are adversely affected by unanticipated market movements, and the risk that WCAMG’s specific investment choices could underperform their relevant indexes. Economic Conditions. Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, political and diplomatic events and trends, and tax laws may adversely affect the business prospects or perceived prospects of companies. While WCAMG performs due diligence on the companies in whose securities it invests, economic conditions are not within the control of WCAMG and no assurances can be given that WCAMG will anticipate adverse developments. Equity Market Risks. WCAMG will generally invest portions of client assets directly into equity investments, primarily stocks, or into Funds that invest in the stock market. As noted above, while Funds have diversified portfolios that may make them less risky than investments in individual securities, Funds that invest in stocks and other equity securities are nevertheless subject to the risks of the stock market. These risks include, without limitation, the risks that stock values will decline due to daily fluctuations in the markets, and that stock values will decline over longer periods (e.g., bear markets) due to general market declines in the stock prices for all companies, regardless of any individual security’s prospects. Fixed Income Risks. WCAMG may invest portions of client assets directly into fixed income instruments, such as bonds and notes, or may invest in Funds that invest in bonds and notes. While investing in fixed income instruments, either directly or through Funds, is generally less volatile than investing in stock (equity) markets, fixed income investments nevertheless are subject to risks. These risks include, without limitation, interest rate Page 4  risks (risks that changes in interest rates will devalue the investments), credit risks (risks of default by borrowers), or maturity risk (risks that bonds or notes will change value from the time of issuance to maturity). Risks of Investments in Mutual Funds and ETFs. As described above, WCAMG may invest client portfolios in Funds. Investments in Funds are generally less risky than investing in individual securities because of their diversified portfolios; however, these investments are still subject to risks associated with the markets in which they invest. In addition, Funds’ success will be related to the skills of their particular managers and their performance in managing their Funds. Funds are also subject to risks due to regulatory restrictions applicable to registered investment companies under the Investment Company Act of 1940, as amended. Funds charge fees that are in addition to the fees charged by WCAMG. Risks Related to ETF NAV and Market Price. The market value of an ETF’s shares may differ from its net asset value (NAV). This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for its underlying securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that a portfolio pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the portfolio’s value is reduced for undervalued ETFs it holds and that the portfolio receives less than NAV when selling an ETF). Foreign Securities Risks. WCAMG may invest portions of client assets into Funds that invest internationally. While foreign investments are important to the diversification of client investment portfolios, they carry risks that may be different from U.S. investments. For example, foreign investments may not be subject to uniform audit, financial reporting or disclosure standards, practices or requirements comparable to those found in the United States. Foreign investments are also subject to foreign withholding taxes and the risk of adverse changes in investment or exchange control regulations. Finally, foreign investments may involve currency risk, which is the risk that the value of the foreign security will decrease due to changes in the relative value of the U.S. dollar and the security’s underlying foreign currency. Commodity Risk: Investing in commodities through commodity-linked Funds may subject a portfolio to potentially greater volatility than investments in traditional securities. The value of commodity-linked Funds will be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Lack of Diversification. Client accounts may not have a diversified portfolio of investments at any given time, and a substantial loss with respect to any particular investment in an undiversified portfolio will have a substantial negative impact on the aggregate value of the portfolio. VOTING CLIENT SECURITIES As a policy and in accordance with WCAMG’s investment advisory agreement with each client, WCAMG does not vote proxies related to securities held in client accounts unless specifically authorized to do so by the client. The client understands and agrees that it is the client’s obligation to vote all proxies that are solicited for securities held in the client’s account, unless WCAMG has expressly agreed to do so. WCAMG will not be required to take action or render advice with respect to the voting of proxies unless specifically agreed to by WCAMG. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS WCAMG is the only portfolio manager in the Program. No information is shared with any other portfolio manager. Page 5  CLIENT CONTACT WITH PORTFOLIO MANAGERS WCAMG is the only portfolio manager in the Program. No restrictions are placed on a client’s ability to contact or consult with WCAMG. ADDITIONAL INFORMATION DISCIPLINARY INFORMATION No one at WCAMG has been charged or convicted in a domestic, foreign or military court for any of the following offenses: • A felony of any nature. • A misdemeanor involving investments or an investment related business, statute, rule or order. • Fraud, false statement, omission, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. FINANCIAL INDUSTRY AFFILIATIONS AND OTHER ACTIVITIES WCAMG has entered into a sub-advisory arrangement with H&H Investment Planners, Inc. (H&H) whereby H&H provides WCAMG with advisory, research, trading and other operational and administrative services. Ancillary to this arrangement, H&H may from time to time refer certain potential advisory clients to WCAMG. In exchange for providing sub-advisory services, H&H receives a percentage of the aggregate net advisory fees received by WCAMG from clients (whether or not such clients are referred by H&H). H&H receives no additional fee for making referrals, and clients of WCAMG do not pay any additional fees in respect of any sub- advisory services they may receive. CODE OF ETHICS, PARTICIPATION/INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING As a fiduciary, WCAMG and our employees and affiliates have an affirmative duty of care, loyalty, honesty and good faith to act in the best interest of our clients. The duty of WCAMG is to place the interest of the client first. We wish to achieve a higher standard by requiring that in addition to complying with the law we also uphold the highest degree of ethical behavior. The employees and affiliates of WCAMG have committed to a Code of Ethics that is available for review by clients and prospective clients. A complete copy of the Code of Ethics will be furnished upon request. Officers, employees and affiliates of Woodard & Company Asset Management Group Inc. may buy and/or sell securities for their personal accounts that are recommended for client accounts. WCAMG maintains personal transaction records, which are reviewed quarterly. These reviews are designed to ensure that the personal trading does not affect the markets and that clients receive preferential treatment. Since most trades are small mutual fund or exchange-traded fund trades they do not affect the securities market. WCAMG does not make a market in any security. All rules and regulations of the Investment Advisory Act of 1940 are strictly followed. Insider trading is not permitted. REVIEW OF ACCOUNTS WCAMG reviews the securities and investments held in client accounts for ongoing suitability and specific investment appropriateness. Assets transferred in are reviewed upon receipt. The Investment Committee reviews the securities and investments held in client accounts for ongoing suitability and specific investment appropriateness. WCAMG regularly reviews all discretionary accounts to assure accuracy of data (dividends, buys/sells etc.…) prior to the compilation and issuance of quarterly reports. Page 6  WCAMG contacts clients as necessary. Clients receive detailed monthly account statements from the custodian. WCAMG issues comprehensive reports to clients that detail account performance statistics on a quarterly basis. CLIENT REFERRALS AND OTHER COMPENSATION As stated above, WCAMG entered into a sub-advisory arrangement with H&H Investment Planners, Inc. (H&H) whereby H&H provides WCAMG with advisory, research, trading and other operational and administrative services. Ancillary to this arrangement, H&H may from time to time refer certain potential advisory clients to WCAMG. In exchange for providing sub-advisory services, H&H receives a percentage of the aggregate net advisory fees received by WCAMG from clients (whether or not such clients are referred by H&H). H&H receives no additional fee for making referrals, and clients do not pay any additional fees in respect of any sub- advisory services they may receive. FINANCIAL INFORMATION WCAMG does not require or solicit prepayment of any client fees six months or more in advance, and WCAMG currently does not have any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. Page 7