Win Advisors Inc

Item 5:   FEES & COMPENSATION

          A. PROGRAM FEES

          Program Fees are payable in advance. Please refer to Item 4 for information regarding the Program
          Fees.

          B. DEDUCTION OF FEES BY THE CUSTODIAN
          For each of our managed account programs, the client will authorize and direct the custodian to
          deduct the Program Fee directly from the account upon receipt of instructions from WIN (or on our
          behalf). Generally, clients will authorize the custodian to deduct the Program Fees from the
          account, however, upon request; we may agree to bill the client directly for Program Fees. The
          amount of the Program Fee will be reflected on a statement provided to the client at least quarterly
          by the custodian.

          C. ADDITIONAL FEES & EXPENSES

          The Program Fees, Financial Planning Fees, and Consulting Fees are separate from the additional
          mutual fund, ETF, Cash Management, custodial and other fees and expenses described in this
          section.

                 •   Negotiability of Fees: We allow Associated Persons servicing the account to negotiate
                     the exact investment management fees within the range disclosed in our Form ADV
                     Part 2A Brochure. As a result, the Associated Person servicing your account may charge
                     more or less for the same service than another Associated Person of our firm. Further,
                     our annual investment management fee may be higher than that charged by other
                     investment advisors offering similar services/programs.
                 •   Billing on Cash Positions: The firm treats cash and cash equivalents as an asset class.
                     Accordingly, unless otherwise agreed in writing, all cash and cash equivalent positions
                     (e.g., money market funds, etc.) are included as part of assets under management for
                     purposes of calculating the firm’s advisory fee. At any specific point in time, depending
                     upon perceived or anticipated market conditions/events (there being no guarantee
                     that such anticipated market conditions/events will occur), the firm may maintain cash
                     and/or cash equivalent positions for defensive, liquidity, or other purposes. While
                     assets are maintained in cash or cash equivalents, such amounts could miss market
                     advances and, depending upon current yields, at any point in time, the firm’s advisory
                     fee could exceed the interest paid by the client’s cash or cash equivalent positions.
                 •   Broker-dealer and Investment Expenses: Clients who purchase or sell securities will
                     incur broker-dealer and may incur other transaction costs, which may include the
                     following:

                     -   commissions, sales charges, or other transaction costs charged by broker-dealers
                         who execute the purchase or sale of securities on an agency basis;
                     -   mark-ups, mark-downs, or other dealer or market maker spreads for securities
                         bought or sold on a principal basis, and underwriting fees, dealer concessions, or
                         related compensation in connection with securities acquired in underwritten
                         offerings;
                     -   odd lot differentials, transfer or other taxes, floor broker-dealer fees, exchange
                         fees, service and handling fees, electronic fund or wire transfer fees, costs of
                         exchanging currencies, margin interest, and other expenses incurred with respect
                         to any investments made or assets held for the client’s account; and

    -   initial and deferred sales charges and short-term redemption fees in connection
        with the purchase or redemption of mutual funds (or variable annuity contracts or
        variable life insurance contracts, if any).

•   Mutual Fund & ETF Expenses. Clients whose accounts invest in mutual funds or ETFs
    will indirectly bear the internal management, operating, and investment fees and
    expenses charged by mutual funds or ETFs to their shareholders, including servicing
    and distribution fees paid pursuant to Rule 12b-1 (“12b-1 Fees”), recordkeeping fees,
    transfer and sub-transfer agent fees. The risks, potential benefits, fees, and expenses
    of mutual funds and ETFs are described in product’s prospectus or summary
    disclosure. Clients should become familiar with such information prior to investing.
    Additionally, mutual funds may impose a redemption fee if shares are sold within a
    short time period, usually within 30, 60 or 90 days from the date of purchase.

    A client could invest in mutual funds or ETFs directly, without the services of WIN or
    the Representative. In that case, the client would not receive the services provided by
    WIN and the Representative, which are designed, among other things, to identify
    mutual funds or ETFs which are appropriate in light of the client's objectives, needs,
    and circumstances. Accordingly, clients should review the fees charged by the funds
    and ETFs in which their accounts are invested in evaluating the costs of the services
    being provided.

•   Custodial Expenses: Clients will pay the cost of services provided by the custodians of
    their accounts for: (1) arranging for the receipt and delivery of account securities
    purchased, sold, borrowed or loaned; (2) making and receiving payments for account
    securities; (3) custody of account securities; and (4) custody of all cash, dividends,
    exchanges, distributions, and rights accruing to the account, and delivery of cash to
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Item 7:   TYPES OF CLIENTS & ACCOUNT REQUIREMENTS

          We provide investment advisory services to the following types of clients:

                               •   Individuals, including high net worth individuals;
                               •   Pension and profit sharing plans;

                               •   Trusts, estates, and charitable organizations;
                               •   Corporations and other businesses not listed above.

          Please refer to Item 4 for specific information regarding the minimum account size required for
          each of our programs.