The Watchman Group Inc

Item 5 - Fees and Compensation

A) Compensation for Advisory Services

In the event the client decides to engage TWG to provide investment management services, TWG shall do so on a fee
basis. If engaged, TWG shall charge an annual fee based upon a percentage of the market value of the assets being
managed by TWG. The annual fee shall be prorated and charged quarterly, in advance, based upon the market value of
the assets on the last day of the previous quarter.

The annual fee shall vary (between 0.25% and 1.25%) depending upon the market value of the assets under
management and the type of investment management services to be rendered. Specific details of the fee will be fully
disclosed to clients within the Advisory Agreement. Rates can vary per client depending on the needs and complexities
of each client. Based on the minimum portfolio value of $2,000,000, a minimum account fee of $20,000 would be
charged to the account.

TWG generally imposes a minimum portfolio value of $2,000,000 for its investment management services. TWG, in its
sole discretion, may negotiate or waive its stated account minimum or charge a lesser management fee based upon
certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to
be managed, related accounts, account composition, pre- existing client, account retention, pro bono activities, etc.)

TWG may also provide certain financial planning and/or investment-related consulting services. TWG may charge a
separate fee for these services. In such circumstances, an additional hourly or fixed fee shall be agreed upon prior to
rendering the consulting services. Generally, these fees range from $500 to $10,000 on a fixed fee basis and/or $250 -
$450 on an hourly basis, depending upon the level and scope of the services and professional rendering the financial
planning and/or consulting services.

B) Billing

The specific way fees are charged by TWG is established in a client's written agreement with TWG. TWG will generally
bill its fees on a quarterly basis. Clients are billed in advance for each quarter. The client agrees to have TWG directly
debit fees from client’s accounts.

Management fees shall be prorated for each capital contribution and withdrawal made during the applicable quarter
(with the exception of de minimis contributions and withdrawals). Accounts initiated or terminated during a calendar
quarter will be charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will be promptly
refunded, and any earned, unpaid fees will be due and payable.

The client may make additions to and withdrawals from the account at any time, subject to TWG's right to terminate an
account. If assets are deposited into an account after the inception of a quarter that exceed $500,000, the fee payable
with respect to such assets will be prorated based on the number of days remaining in the quarter. Clients may
withdraw account assets on notice to TWG, subject to the usual and customary securities settlement procedures. For
partial withdrawals in excess of $500,000 within a billing period, TWG shall credit its unearned fee toward the next
quarter's fee.

However, TWG designs its portfolios as long-term investments and assets withdrawals may impair the achievement of a
client's investment objectives.

Additions may be in cash or securities provided that TWG reserves the right to liquidate any transferred securities or
decline to accept particular securities into a client's account. TWG may consult with its clients about the options and
ramifications of transferring securities. However, clients are advised that when transferred securities are liquidated,
they are subject to transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge)
and/or tax ramifications.

C) Additional Fees - Not TWG Advisory Charges

TWG's annual fee is exclusive of, and in addition to brokerage commissions, transaction fees, and other related costs
and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers,
third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges,
odd lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage
accounts and securities transactions. Mutual funds and exchanged traded funds also charge internal management fees,

which are disclosed in a fund's prospectus. Such charges, fees and commissions are exclusive and in addition to TWG's
fees and TWG shall not receive any portion of these commissions, fees and costs.

D) Prorated Fees and Refunds

For the initial quarter of investment management services, the first quarter's fees shall be calculated on a pro rata basis.
The Agreement between TWG and client will continue in effect until terminated by either party pursuant to the terms of
the Agreement. TWG's annual fee shall be prorated through the date of the termination and any remaining balances
shall be charged or refunded to the client, as appropriate, in a timely manner.

E) Employee Compensation

TWG is compensated on a fee-only basis and does not receive commissions or other remuneration from the sale or
redemption of securities in a portfolio, from the sale or recommendation of insurance products or from any source
other than directly from the client.

Item 7 - Types of Clients
TWG provides investment management services to the following types of clients:

    •   Individuals (other than high net worth individual);
    •   High net worth individuals;
    •   Corporate pension and Profit-sharing plans (other than plan participants);
    •   Trust;
    •   Estates; and,
    •   Charitable organizations.

Required Minimum Client Accounts

TWG generally imposes a beginning minimum portfolio value of $2,000,000 for its investment management services.
TWG, in its sole discretion, may negotiate to waive its stated account minimum or charge a lesser management fee based
upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets
to be managed, related accounts, account composition, pre-existing client, account retention, pro bono activities, etc.)