Purewater Capital LLC

ITEM 5   Fees and Compensation
         ANNUAL FEES FOR ADVISORY SERVICES
         PWC is compensated for providing asset management services by charging a negotiable fee based
         on the total assets under management. The fees and billing will be pre-determined in writing in
         the Investment Advisory Agreement executed by you and PWC.
         The fees charged for financial planning services are negotiable and vary depending on the
         complexity of the process undertaken, the types of issues addressed, the scope of services
         provided and the frequency with which the services are rendered. All fees are agreed upon before
         entering into the Financial Planning and Consulting Agreement you sign.
         Fees for retirement plan services are negotiated before the signing of the Retirement Plan
         Advisory and Consulting Agreement. The agreement language includes the negotiated fee, which
         may be charged as a percentage of the total retirement plan assets or as a fixed fee.
         The below ranges are the standard fee ranges that are typically charged. We may waive the agreed
         upon financial planning fees if you engage our asset management services.

                          Asset Management Fee Schedule
                          All Assets                        Up to 2.00%

         For the use of the DPL insurance platform, the Adviser will pay an annual fixed fee for the use of
         this platform. For providing platform services to RIAs, DPL receives service fees from the
         insurers that offer their commission free products through the platform. These service fees are
         based on the insurance premiums received by the insurers from DPL members’ clients and a
         possible conflict of interest. PWC has procedures in place to address any conflicts of interest to
         act the best interests of the client.
                          DPL Fee Schedule
                          All Assets                        Up to 1.00%

6                                                                               Purewater Capital, LLC

                          Financial Planning and Consulting Fee Schedule
                          Fixed Fee                         $0 to $5,000

                          Retirement Plan Advisory and Consulting Fee Schedule
                          All Plan Assets                   Up to 1.00%
                          Fixed Fee                         $0 to $50,000

         FEE BILLING & PAYMENT
         Our asset management fees are annual fees and may be negotiable. Lower fees for compareable
         services may be available from other sources. Asset management fees are paid quarterly in
         arrears. Payments are due on the first day of the calendar quarter and are based on the average
         daily value of the account over the billing quarter. The fee is calculated by multiplying the average
         daily balance of the account from the previous quarter multiplied by the annual fee divided by 4.
         Fees are prorated based on the number of days under advisement in the quarter. A quarter is
         defined as the number of days in the year divided by four. The fee for the prior quarter is billed
         and payable within ten (10) days after the end of that quarter, based on the average daily balance
         of your account for that quarter. We will deduct our asset management fee only when in receipt
         of your written authorization by executing an investment advisory agreement permitting the fees
         to be paid directly from your account. Upon request, we will send you a copy of the invoice sent to
         the custodian. The qualified custodian will deliver an account statement to you at least quarterly
         which will show all disbursements from your account. We urge you to review all statements for
         accuracy. Your account at the custodian may also be charged for certain additional assets managed
         for you by us but not held by the custodian (i.e., variable annuities, mutual funds, 401(k)s).
         Financial planning and consulting fees will be assessed as a one-time project fee payable in arrears
         upon completion. Financial planning and consulting fees are paid via check or by direct invoicing
         via electronic payment processor.
         Retirement plan consulting fees will be billed on a quarterly basis, in arrears, at the end of each
         calendar quarter, due within thirty (30) days after the date of invoice, unless otherwise agreed to
         by the parties. The fee will either be billed directly to the plan sponsor or paid directly from the
         plan assets if authorized by the plan fiduciary.
         In TPMM accounts, the adviser deducts the advisory fee from the client’s account. Our firm willl
         charge separately from the TPMM. We urge our clients to refer to the selected TPMM’s disclosure
         documents for exact fees and expenses charged by each such TPMM, as well as minimum account
         requirements, refund, and termination provisions. A complete description of each program can be
         found in disclosure materials prepared by the TPMM, which we will provide to the client at the
         time we recommend the program. Total fees charged by both parties will not exceed 3% of assets
         under management per year. Total fees charged by both parties will not exceed 3% of assets under
         management per year.

Purewater Capital, LLC                                                                                      7

    You are responsible for all third-party fees (i.e., custodian fees, mutual fund fees, transaction fees,
    etc.). These fees are separate and distinct from the fees and expenses charged by PWC.

    TERMINATION OF AGREEMENT
    Either party may terminate the investment advisory agreement by providing 30-day advance
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ITEM 7    Types of Clients
           We provide our investment advisory services to:
           - Individuals
           - High Net Worth Individuals
           - Pension and profit-sharing plans
           - Corporations
           - Other business entities
           We do not have a minimum account size for our asset management services.