Point Windward Advisors Inc

Item   5   Fees and Compensation

           We manage portfolios consisting primarily of publicly traded equity
           and fixed-income Securities on a discretionary basis. Portfolio
           Transactions are customarily effected through Beech Hill Securities,
           Inc. in its capacity as broker-dealer in accordance with the
           investment advisory contract with each client.

           We charge different fees for investments in separately managed
           mixed security accounts, full fixed-income accounts, and ETF
           portfolio strategies accounts that we manage on a discretionary
           basis.

           In addition, accounts in a client household are aggregated and
           added to the tiered rate amount to meet additional portfolio
           breakpoints.

           PORTFOLIO MANAGEMENT SERVICES FEES
           Our annualized fees for Portfolio Management Services are based
           upon a percentage of assets under management and are charged
           according to the following schedule(s):

           Fee Schedule for Mixed Security Accounts

              • ¼ of 1.5% (0.375%) per quarter of the first $1,000,000 value
                of the account
              • ¼ of 1.25% (0.3125%) per quarter of the next $1,000,000
                value of the account
              • ¼ of 1% (0.25%) per quarter of the remaining value of the account

           Reduced fees may be charged on the value of fixed-income
           Securities in the account.

           Fee Schedule for Full Fixed Income Accounts

              • ¼ of 0.75% (0.1875%) per quarter of the first $1,000,000 value
                of the account
              • ¼ of 0.625% (0.15625%) per quarter of the next $1,000,000
                value of the account
              • ¼ of 0.50% (0.125%) per quarter of the remaining value of

           the account Fee Schedule for ETF Portfolios

              • 1% of assets managed, charged quarterly regardless of value of
                account (for example, if the account had assets of $1,000,000,
                the quarterly fee would be $1,000,000 × 1% ÷ 4 = $2,500 per
                quarter)

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Fee Schedule for 401k Portfolios

   • 0.40% of assets managed, charged quarterly regardless of value
     of account

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Fee Schedule for Annuities

   • On new annuity accounts, 0.25% of assets managed,
     charged quarterly regardless of value of account
   • On existing annuity accounts taken over by Point Windward
     Advisors, 0.50% of assets managed, charged quarterly
     regardless of value of account

Discounted fees may be available for non-discretionary accounts,
and unmanaged legacy assets are normally segregated and not
charged a management fee.

Our fees are billed in arrears at the end of each calendar quarter
based upon the value (market value or fair value in the absence of
market value), of the client’s account at the end of the quarter. Fees
will be debited from the account in accordance with the client
authorization in the investment management agreement with the client.

Clients are billed according to their executed investment
management agreement. Some of our longstanding clients may
be billed on a prior fee schedule that was in effect when they
became clients. This fee schedule, which has lower management
fee percentages, results in such clients bearing brokerage commis-
sions charged by Beech Hill Securities in lieu of a $15 ticket charge
for brokerage services. This schedule is not available to new
account relationships. We strongly encourage these clients to
modify their agreements and move to our current fee schedule.

Limited Negotiability of Advisory Fees and Commissions: Although
Point Windward Advisors has established a fee schedule(s), we
retain the Discretion to negotiate alternative fees on a client-by-
client basis. We generally adhere to the fee schedules listed
above with exceptions. Client facts, circumstances and
needs are considered in determining exceptions. These include the
complexity of the client, assets to be placed under management,
anticipated future additional assets, related accounts, portfolio style,
account composition and reports, among other factors.

Discounts, not generally available to our advisory clients, may be
offered to family members and friends of supervised persons of our
firm.

FINANCIAL PLANNING FEES
Financial Planning Fee Offset: Point Windward Advisors provides
financial planning services to both existing and potential clients as
a courtesy and therefore charges no fees for this service.

GENERAL INFORMATION
Termination of the Advisory Relationship: An investment management
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agreement may be canceled at any me, by either party, without
penalty for any reason or no reason during the management of the
account. Such termination, however, will not have the effect of
canceling any orders to deposit or invest cash or to purchase or sell
Securities or other properties placed prior to the receipt of such
notice.

Mutual Fund Fees: All fees paid to Point Windward Advisors for
investment advisory services are separate and distinct from any fees
and expenses charged by mutual funds and/or ETFs in which a
client invests. These fees and expenses are described in the
prospectus for such funds/ETFs. These fees will generally include a
management fee, other fund expenses, and a possible distribution
fee. If the fund also imposes sales charges, a client may pay an
initial or deferred sales charge. A client could invest in a mutual
fund directly, without our services.

Accordingly, the client should review both the fees charged by
the funds and our fees to fully understand the total amount of fees
to be paid or borne by the client and to thereby evaluate the
advisory services being provided.
...

types of clients:

              •   Individuals (other than high-net-worth individuals)
              •   High-net-worth individuals
              •   Pension and profit-sharing plans
              •   Corporations or other entities not listed above

           Account Minimums: Generally, a minimum of $200,000 is required for
           Point Windward Advisors to manage an account as a separate
           actively managed account which we retain full Discretion to adjust
           or waive at any me. Related client accounts, e.g., household
           accounts, may be aggregated for purposes of achieving the
           minimum account size and determining the annualized fee. For
           accounts with less than the minimum account size, we invest in our
           ETF strategies.

           For asset-based fee, Point Windward Advisors may contract directly
           with third-party broker-dealers to provide advisory consulting
           services to annuity and insurance clients.

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