Open Window Financial Solutions Ltd

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         The Registrant provides discretionary investment advisory services on a negotiable
         fee-only basis, the Registrant’s annual investment advisory fee shall be based upon a
         percentage (%) of the market value and type of assets placed under the Registrant’s
         management, generally between negotiable and 1.75% as follows:

                 Market Value of Portfolio                           Annual fee as % of Assets
                 Up to $500,000                                             1.75%
                 $500,001 to $750,000                                       1.50%
                 $750,001 to $1,000,000                                     1.25%
                 $1,000,001 to $3,000,000                                   1.00%
                 $3,000,001 to $5,000,000                                   0.90%
                 $5,000,001 to $10,000,000                                  0.80%
                 $10,000,001 to $15,000,000                                 0.70%
                 $15,000,001 to $25,000,000                                 0.60%
                 $25,000,001 and Above                                      0.50%

         The Registrant, in its sole discretion, may charge a lesser investment 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,
    competition, negotiations with client, etc.). As a result, the Registrant’s clients could pay
    diverse fees based upon the market value of their assets, the complexity of the engagement,
    and the level and scope of the overall financial planning and/or consulting services to be
    rendered. The services to be provided by the Registrant to any particular client could be
    available from other advisers at lower fees. All clients and prospective clients should be
    guided accordingly.

           FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
    The Registrant may provide financial planning and/or consulting services (including
    investment and non-investment related matters, including estate planning, etc.) on a stand-
    alone fee basis. Registrant’s planning and consulting fee is negotiable, but the Registrant
    generally charges on an hourly rate basis at $650 per hour.

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
   account. The Registrant’s Investment Advisory Agreement and the custodial/clearing
   agreement may authorize the custodian to debit the client’s account for the amount of the
   Registrant’s investment advisory fee and to directly remit that management fee to the
   Registrant in compliance with regulatory procedures. In the limited event that the
   Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.
   The Registrant shall deduct fees and/or bill clients quarterly in arrears, based upon the
   market value of the assets on the last business day of the previous quarter.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant shall generally recommend that Fidelity Investments,
   LLC (“Fidelity”) serve as the broker-dealer/custodian for client investment management
   assets.

    Broker-dealers such as Fidelity charge brokerage commissions, transaction, and/or other
    type fees for effecting certain types of securities transactions (i.e., including transaction
    fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income
    transactions, etc.). The types of securities for which transaction fees, commissions, and/or
    other type fees (as well as the amount of those fees) shall differ depending upon the broker-
    dealer/custodian. While certain custodians, including Fidelity, generally (with the potential
    exception for large orders) do not currently charge fees on certain individual equity
    transactions (including ETFs), others do.

    There can be no assurance that Fidelity will not change their transaction fee pricing in the
    future.

    Fidelity may also assess fees to clients who elect to receive trade confirmations and account
    statements by regular mail rather than electronically.

    Clients will incur, in addition to Registrant’s investment management fee, brokerage
    commissions and/or transaction fees, and, relative to all mutual fund and exchange traded
    fund purchases, charges imposed at the fund level (e.g., management fees and other fund
    expenses).

D. Registrant’s annual investment advisory fee shall be prorated and paid quarterly, in arrears,
   based upon the market value of the assets on the last business day of the previous quarter.

         The Investment Advisory Agreement between the Registrant and the client will continue in
         effect until terminated by either party by written notice in accordance with the terms of the
         Investment Advisory Agreement. Upon termination, all earned but previously unbilled fees
         shall become due.

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
      securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, high net worth individuals,
         pension and profit sharing plans, trusts, estates and charitable organizations. The Registrant
         generally requires an annual minimum fee of $25,000 for investment advisory services.
         Therefore, clients who maintain less than $1,428,571 in assets under Registrant’s
         management, who are subject to this minimum fee will pay a higher percentage annual fee
         than the 1.75% referenced in Item 5.A. above.