North Point Portfolio Managers Corporation

Item 5 Fees and Compensation

Our fee is based on the value of each client's portfolio. We earn no other fees,
commissions or kickbacks. Advisory fees and other expenses reduce the investment
return for our clients.

The annualized fee is a percentage of the assets under management and is pro-rated
and billed quarterly at the beginning of the billing quarter based on the market value
of the assets on the last day of the previous quarter.

Clients may terminate service at any time by notifying us. They will receive a pro-
rated refund for the remaining portion of the fee after termination.

                           PORTFOLIO MANAGEMENT FEES
Fee schedule for individually managed stock or balanced (stock and bond) portfolios:
                    Assets Under Management                  Annual Fee
                           First $1 million*                   0.9%
                           Next $4 million                     0.6%
                           Next $20 million                    0.5%
                           Amount over $25 million             0.4%
*Applied at 1.0% of the first $500,000 and 0.8% of the next $500,000 of investments.

Fee schedule for endowment funds or charitable organizations and trusts for
managed balanced portfolios:
                           First $1 million*                   0.72%
                           Next $4 million                     0.48%
                           Amount over $5 million              0.4%
*Applied at 0.8% of the first $500,000 and 0.64% of the next $500,000 of investments.

Fee schedule for accounts whose target stock allocation is 30% or less:
    Assets Under Management            Annual Fee on Stock     Annual Fee on Balance
              First $1 million                     0.9%                      0.6%
              Next $1 million                      0.6%                      0.5%
              Next $3 million                      0.5%                      0.4%
              Amount over $5 million               0.4%                      0.3%

The fee schedule for relationships over $40 million and sizeable all-equity
institutional relationships are negotiable.

From time to time, North Point may invest client assets in exchange-traded funds
(ETFs) or mutual funds. North Point charges investment advisory fees on assets
invested in such securities. This results in a client paying an advisory fee to both
North Point and to the funds for fund advisory costs. Such fees are disclosed in
the fund prospectus.

                             GENERAL FEE INFORMATION

Additional Fees and Expenses: In addition to our fees, clients are also
responsible for the fees and expenses charged by custodians (if any) and
imposed by broker-dealers (if any). Please refer to the "Brokerage Practices"
section (Item 12) of this Form ADV for additional information.
We do not bill non-discretionary accounts. Neither do we bill for time spent with
current clients or prospective clients discussing matters not directly related to our
management of invested assets, including, but not limited to, current employer-
sponsored retirement plans, investment projections, exercise of stock options,
annuity and life insurance contracts, limited partnerships, mortgages and other
debt liabilities, and state-sponsored college savings plans.
Payment of fees from managed portfolios: Fees may be paid from a
designated portfolio under management. The client must consent in advance to
direct debiting of their investment account. In all cases, clients receive a copy of
the invoice, including the calculation, each quarter.
Discounts: We may offer discounts, including no fee for service, to our
employees and their family members.
ERISA Accounts: North Point Portfolio Managers Corporation is deemed to be a
fiduciary to employer-sponsored plans pursuant to the Employee Retirement
Income and Securities Act ("ERISA"), and regulations under the Internal
Revenue Code of 1986 (the "Code"), respectively. As such, we are subject to
specific duties and obligations under ERISA and the Internal Revenue Code.
Referral Program: We have no current referral or fee sharing arrangements with
third parties.
Advisory Fees in General: Clients should note that similar investment
management services may (or may not) be available from other registered (or
unregistered) investment advisers for similar or lower fees.
Limited Prepayment of Fees: Under no circumstances do we require or solicit
payment of fees that represent a period more than three months in advance of
services rendered.

Item 7 Types of Clients

North Point Portfolio Managers Corporation provides portfolio
management services to the following types of clients:
• Individuals (other than high net worth individuals)
• High net worth individuals
• Pension and profit sharing plans
• Non-profit organizations and endowments
• Corporations