Tillman Hartley LLC

ITEM 5 – FEES AND COMPENSATION

INVESTMENT MANAGEMENT FEES AND COMPENSATION
Our Firm charges a fee as compensation for providing Investment Management services on your account.
These services include advisory services, trade entry, investment supervision, and other account
maintenance activities.

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Tillman Hartley offers two fee structures: an All-Inclusive Account (“Wrap Fee”) in which you pay an asset-
based fee (“Advisory Fee”) and a Non-Inclusive Account (“Non-Wrap Fee”) in which you pay transaction
costs as well as the Advisory Fee. Information regarding Tillman Hartley's Wrap Fee Account is available in
its Wrap Brochure, which will be provided to legacy clients in the Wrap Fee Program upon request.

Fees are billed in advance each calendar quarter at 1/4 of the annual rate based on the previous quarter’s
ending market value. The annual rate is usually between 0.35% and 1%. The maximum annual advisory fee
is 1%, which is negotiable at the firm’s discretion. The rate is applied to client assets under management as
follows:

         •    January 1st fee is based on the ending value of assets on September 30th of the previous year
         •    April 1st fee is based on the ending value of assets on December 31st of the previous year
         •    July 1st fee is based on the ending value of assets on March 31st of the current year
         •    October 1st fee is based on the ending value of assets on June 30th of the current year

When the account opens, it is billed on a pro-rata basis on the portion of the calendar quarter billing period
remaining. The first two billings are based on the initial client assets under management. Fees are assessed
on all assets under management, including securities, cash, and money market balances. Margin account
balances are not included in the fee billing. New accounts are billed at the end of the quarter in which
assets are transferred based on the quarter-end balance. Other advisors may have higher or lower fees
than Tillman Hartley. Dividends or trade date settlements may occur, and our third-party billing software
may report a slight difference in account valuation at quarter-end compared to what is reported on your
statement from the custodian.
Tillman Hartley’s fees do not include any management or other fees charged by mutual fund companies.
The SEC charges minor transaction fees on certain security sales - these fees are deducted directly from
sales proceeds. Tillman Hartley may charge a set minimum fee if the percentage fee on assets is insufficient
to cover the scope of the work.

The independent and qualified custodian holding your funds and securities will debit your account directly
for the advisory fee and pay that fee to us. You will provide written authorization permitting the fees to be
paid directly from your account held by the qualified custodian. Further, the qualified custodian agrees to
deliver an account statement to you on at least a quarterly basis indicating all the amounts deducted from
the account, including our advisory fees. You can elect to be directly billed as an alternative.
In most cases, there are no additional expenses. If extraordinary services are required, a set or hourly fee
may be charged and agreed upon in advance.
Either Tillman Hartley or you may terminate the management agreement immediately upon written notice
to the other party. The management fee will be prorated to the date of termination for the month in which
the cancellation notice was given and refunded.

Upon termination, you are responsible for monitoring the securities in your account, and we will have no
further obligation to act or advise with respect to those assets. In the event of the client’s death or disability,
Tillman Hartley will continue the management of the account until we are notified of the client’s death or
disability and given alternative instructions by an authorized party.

ADMINISTRATIVE SERVICES PROVIDED BY BLACK DIAMOND PERFORMANCE REPORTING,
LLC
We have contracted with Black Diamond Performance Reporting, LLC (referred to as “Black Diamond”) to
utilize its technology platforms to support data reconciliation, performance reporting, fee calculation and

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billing, research, client database maintenance, quarterly performance evaluations, payable reports, web
site administration, models, trading platforms, and other functions related to the administrative tasks of
managing client accounts. Due to this arrangement, Black Diamond will have access to client accounts, but
Black Diamond will not serve as an investment advisor to our clients. Tillman Hartley and Black Diamond
are non-affiliated companies. Black Diamond charges Tillman Hartley an annual fee for each account
administered by Black Diamond. The annual fee is paid from the portion of the management fee retained
by Us.

FAMILY BOARD OF DIRECTORS™ FEES
Family Board of Directors™ Agreement fee is negotiated on a client-by-client basis according to the level of
service required. The fee is based on a percentage of the Assets under Management and Assets under
Advisement and ranges from 0.35% to 1.0%. Specific billing arrangements are outlined in the Agreement.
Tillman Hartley may share a portion of the advisory fees with other professionals who serve on the Family
Board of Directors™. Fee-sharing is fully disclosed to the client, and all parties sign a disclosure agreement.
Tillman Hartley does not accept compensation from the sale of securities or other investment products.

The scope of work and fees for a Family Board of Directors™ Agreement is provided to the client in writing
prior to the start of the client relationship.

Fee Agreements may not be assigned without client consent.
Either Tillman Hartley or you may terminate the agreement immediately upon written notice to the other
party. The management fee will be prorated to the date of termination for the month in which the
...

ITEM 7 – TYPES OF CLIENTS

Tillman Hartley offers personalized, confidential financial planning and investment management to
individuals, high-net-worth individuals, pension and profit-sharing plans, trusts, estates, charitable
organizations, corporations, and small businesses.

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Our Firm generally maintains a $1,000,000 minimum in aggregate investable assets to engage our advisory
services.
For the Family Board of Directors™ clients, Tillman Hartley generally imposes a minimum dollar amount of
$40,000,000 of assets under management and advisement.

In certain instances, at the discretion of our Firm, our minimum requirements may be waived.

ITEM 8 – INVESTMENT STRATEGIES AND RISK OF LOSS

The basic tenets under which this Policy will be managed include the following:

INVESTMENT STRATEGIES
Modern Portfolio Theory will be the philosophical foundation for how the portfolio will be structured and
how subsequent decisions will be made. The underlying concepts of Modern Portfolio Theory include:

         •   Investors are risk averse. The only acceptable risk is that which is adequately compensated by
             potential portfolio returns.
         •   Markets are efficient. It is virtually impossible to anticipate the future direction of the market
             as a whole or of any individual security. It is, therefore, unlikely that any portfolio will succeed
             in consistently “beating the market”.
         •   The design of the portfolio as a whole is more important than the selection of any particular
             security within the portfolio. The appropriate allocation of capital among asset classes (stocks,
             bonds, cash, etc.) will have far more influence on long-term portfolio results than the selection
             of individual securities.
         •   Investing for the long term (preferably longer than ten years) becomes critical to investment
             success because it allows the long-term characteristics of the asset classes to surface.
         •   For a given risk level, an optimal combination of asset classes will maximize returns. Diversifi-
             cation helps reduce investment volatility. The proportional mix of asset classes determines
             the long-term risk and return characteristics of the portfolio as a whole.
         •   Portfolio risk can be decreased by increasing diversification of the portfolio and by lowering
             the correlation of market behavior among the asset classes selected. (Correlation is the sta-
             tistical term for the extent to which two asset classes move in tandem or opposition to one
             another).

GLOBAL INVESTING
Investing globally helps to minimize overall portfolio risk due to the reduced correlation between econo-
mies of the world. Investing globally has been shown historically to enhance portfolio returns, although
there is no guarantee that it will do so in the future.

PREFERENCE FOR EQUITIES
Equities (stocks) offer the potential for higher long-term investment returns than cash or fixed-income in-
vestments. Equities are also more volatile in their performance. Investors seeking higher rates of return can
increase the proportion of equities in their portfolio, while at the same time accepting greater variation of
results (including declines in value).

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STRUCTURED STRATEGIES
Picking individual securities and timing the purchase or sale of investments in the attempt to “beat the
market” are highly unlikely to increase long-term investment returns; they also can significantly increase
costs. Primarily, asset classes will be managed in asset class funds or in separately managed accounts by
investment managers selected based on their adherence to specific asset class definitions and the relative
costs of obtaining the investments. Fewer asset classes may be used for specific accounts, depending on
the amounts in each account.