Waycross Investment Management Company

ITEM 5: FEES AND COMPENSATION

Waycross provides discretionary management services for a fee based on a percentage of the total assets under
management for a client. Waycross does not receive any income from third parties related to purchasing securities in
client accounts. The only source of revenue other than direct client fees (as described below) are portfolio consulting fees
for non-discretionary clients, and advisory fees for non-discretionary investment advice services to 401(k) plans.

Discretionary Management Fees
The fee structure for our discretionary management services is as follows:

                  Total Value of Client Accounts      Annual Rate
                  $1 million or less                  1% of assets
                  $1 million to $3 million            1% of first million
                                                      + 0.75% of value over $1 million
                  $3 million to $5 million            1% of first million
                                                      + 0.75% of value from $1 million to $3 million
                                                      + 0.70% of value between $3 million and $5million
                  Above $5 million                    1% of first million
                                                      + 0.75% of value from $1 million to $3 million
                                                      + 0.70% of value between $3 million and $5million
                                                      + 0.60% of value above $5 million

Management fees are billed and payable each calendar quarter, in advance, at one quarter the annual rate. The first
payment is due and payable upon execution of the Investment Advisory Agreement, and when the assets are available to
be managed. The account will initially be valued as of the date that the account is funded (following the signing of the
IAA). Fees will be prorated in the event this date is other than the last day of a calendar quarter. Subsequent payments
will be assessed on the first day of each calendar quarter based on the value of the portfolio as of the last day of the
previous calendar quarter. Fees are never accessed or collected for services to be performed more than three months in
advance. These fees are for advisory services only and do not include any transaction fees or commissions, which are
charged separately by the broker/dealer custodial firm. See the section heading Brokerage Practices for more information.

Fees may be paid directly by the client, or the client may authorize the custodian holding client funds and securities to
deduct Waycross’ advisory fees directly from the client account in accordance with the client’s signed authorization on the
custodial account paperwork. The custodian will provide periodic account statements to the client. Such statements will
reflect all fee withdrawals by Waycross. The custodian will not determine whether the fee is properly calculated, so clients
are encouraged to carefully review the billing statements they receive from Waycross. Ultimately, it is the responsibility of
Waycross to ensure that fees are accurately calculated and applied.

Fees are negotiable at our sole discretion. All clients do not pay the same fee.

In addition to fees paid for advisory services with respect to clients' investments in mutual funds, clients pay additional
fees on the mutual fund investment because the mutual funds also pay advisory and/or management fees to an
investment advisor. These fees are captured in the price of the fund.

The client may terminate the Agreement without penalty (full refund) within five business days of signature. After the first
five business days either party may terminate the Agreement in writing for any reason at any time. The termination will
become effective when the notice of termination is provided to the other party’s address of record or by email. If
termination occurs prior to the end of a calendar quarter, a pro-rata refund of unearned fees will be made to the client.

Waycross does not charge fees based on the performance of the assets managed.

Non-Discretionary Consulting
The hourly fee for portfolio reviews and analysis performed for clients who do not contract for discretionary management
will be billed at a rate of up to $250.00 per hour. Fees will be invoiced when the review is presented to the client and
payment is due on receipt.

Non-Discretionary 401(k) Investment Advisory Services
The annual fee rate for non-discretionary 401(k) investment advisory services will be determined based on the services
requested but will not exceed 1.0% of plan assets. Plan assets will be valued on December 31st of each year, and the
annual billing rate will be applied against those assets. Plans will be billed quarterly. The minimum annual fee, regardless
of the market value of plan assets, is $2,500. If plan assets are not sufficient to equal the minimum fee, plans may pay a
higher fee than what is reflected on their fee schedule. Similar services may be offered by another adviser at a lower fee.

Fees are billed quarterly in advance at one quarter of the annual fee. The first payment is due and payable upon
execution of the Investment Advisory Agreement. In the event that the Investment Advisory Agreement is executed mid-
year, the Client and Waycross will mutually agree on the fee for the balance of the year in accordance with the above
noted fee structure.

The client may terminate the Agreement in writing for any reason at any time. The termination will become effective when
the notice of termination is provided to the other party’s address of record or by email. If termination occurs prior to the
end of a calendar quarter, a pro-rata refund of unearned fees will be made to the client.

ITEM 7: TYPES OF CLIENTS

Waycross provides advisory services to individuals for taxable accounts, IRA’s and 401K’s, pension and profit-sharing
plans and other ERISA accounts, trusts, estates, and charitable organizations.

Generally, the minimum account size (“account” is defined as the total value of assets managed for a client) is $250,000.
Waycross may accept accounts valued at less than $250,000 if it appears the client will be making significant net
contributions over time.