Headwater Investment Consulting Inc

ITEM 5: FEES AND COMPENSATION
      A    Headwater provides investment advisory services to its clients. Services may include the analysis
           of the client’s current portfolio, development of a financial plan and investment policy
           statement, implementation of a recommended portfolio, and ongoing monitoring of the
           financial plan/investment portfolio.

           Headwater’s Standard Fee is 0.75% annually on all assets under management although this fee
           is negotiable.

      B    We bill the client quarterly in arrears. Fees are paid directly to us from the account by the
           custodian upon our submission of an invoice to custodian. Payment of fees may result in the
           liquidation of the client’s securities if there is insufficient cash in the account. The fee is based
           on the average market value of the client’s account during the billing period.

           Market value means the value of all assets in the account (not adjusted by any margin debit).
           To determine value, securities and other instruments traded on a market for which actual
           transaction prices are publicly reported shall be valued at the last reported sale price on the
           principal market in which they are traded (or, if there shall be no sales on such date, then at the
           mean between the closing bid and asked prices on such date). Other readily marketable
           securities and other instruments shall be priced using a pricing service or through quotations
           from one or more dealers. All other assets shall be valued at fair value by Headwater, whose
           determination shall be conclusive.

           Fees for a partial quarter at the commencement or termination of an agreement will be prorated
           based on the number of days the account was open during the quarter. We may modify the
           terms of the fee agreement by giving clients 30 days’ advance written notice.

      C    Clients pay brokerage transaction costs and other charges directly to the custodian. Clients may
           be required to pay, in addition to Headwater’s advisory fee, a proportionate share of any
           exchange traded fund’s (“ETF”) or mutual fund’s fees and charges. For example, mutual fund
           operating expenses are paid out of the fund and are an additional expense incurred by the
           client.

      D    Clients pay all advisory fees quarterly, in arrears. As such, there are never any pre-paid fees
           which would be subject to refund.

           New accounts are pro-rated from the time we begin charging a fee to the client. Fees for partial
           quarters at the commencement or termination of this Agreement will be billed on a pro-rated
           basis contingent on the number of days the account was open during the quarter. Additionally,
           all service agreements may be terminated at any time. Any compensation paid for services
           beyond the time the agreement was terminated in writing will be refunded to the client.

      E    Headwater is a fee-only investment advisory firm paid on a percentage of client assets managed.
           No supervised person associated with Headwater receives or accepts any compensation for the
           sale of securities or investment products.

PART 2A OF FORM ADV                                                                                                2

      ROLLOVER RECOMMENDATIONS
      As a firm policy, we do not provide our clients with rollover recommendations. Instead, we take an
      entirely educational approach in accordance with the U.S. Department of Labor’s Interpretive Bulletin
      96-1. Under this approach, our role will be limited only to providing you with general educational
      materials regarding the general pros and cons of rollover transactions. These educational materials
      will not be specific to your potential rollover transaction. We will make no recommendation to you
      regarding the prospective rollover of your assets and you are advised to speak with your trusted tax
      and legal advisors with respect to rollover decisions. As part of this educational approach, we may
      provide you with materials discussing some or all of the following topics: the general pros and cons
      of rollover transactions; the benefits of retirement plan participation; the impact of pre-retirement
      withdrawals on retirement income; the investment options available inside your Plan Account; and
      high level discussion of general investment concepts (e.g., risk versus return, the benefits of
      diversification and asset allocation, historical returns of certain asset classes, etc.). We may also
      provide you with questionnaires and/or interactive investment materials that may provide a means
      for you to independently determine your future retirement income needs and to assess the impact of
      different asset allocations on your retirement income. You will make the final rollover decision.

ITEM 7: TYPES OF CLIENTS
      We provide investment advice to individuals, businesses, pension and profit sharing plans, trusts,
      estates, and charitable organizations. Because each client is unique, they must be willing to be
      involved in the planning and ongoing processes. Such involvement does not have to be time
      consuming; however, we want our clients to remain informed and have a sense of security about their
      investments.