Winans International

Item 5 Fees and Compensation
Portfolio Management Services
Winans Investments charges a fee for portfolio management services based on a percentage of the
assets under management. Fees are billed quarterly in advance based on the value of your account on
the last day of the previous quarter based on the following fee schedule:

Total Assets         Growth             75/25          50/50          25/75         Taxable Income
Under                Investments        Investments    Investments    Investments   Investments
Management:          Annual Fee:        Annual Fee:    Annual Fee:    Annual Fee:   Annual Fee:
Up to $500,000       1.46%              1.38%          1.29%          1.20%         1.11%
$500,000 to
                     1.35%              1.27%          1.19%          1.11%         1.03%
$1,000,000
$1,000,001 to
                     1.25%              1.18%          1.11%          1.03%         0.96%
$2,000,000
$2,000,001 to
                     1.16%              1.09%          1.03%          0.96%         0.89%
$3,000,000
$3,000,001 to
                     1.08%              1.01%          0.95%          0.89%         0.82%
$4,000,000
$4,000,001 to
                     1.00%              0.94%          0.88%          0.82%         0.77%
$5,000,000
$5,000,001 to
                     0.93%              0.87%          0.82%          0.77%         0.71%
$6,000,000
$6,000,001 to
                     0.86%              0.81%          0.76%          0.71%         0.66%
$7,000,000
$7,000,001 to
                     0.80%              0.75%          0.71%          0.66%         0.62%
$8,000,000
$8,000,001 to
                     0.74%              0.70%          0.66%          0.62%         0.58%
$9,000,000
$9,000,001 to
                     0.69%              0.65%          0.62%          0.58%         0.54%
$10,000,000
$10,000,0001 and
                     0.65%              0.61%          0.57%          0.54%         0.50%
Up

    • Annual fees will vary based on the asset allocation mix of the portfolio as outlined in the Client
      Proposal & Information Form.
    • Third-party sub-advisory fees can differ from the fees listed above.
    • Custodial fees and expenses are not included.

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client. Our advisory fee is
negotiable, depending on individual client circumstances.

At our discretion, we may combine the account values of family members to determine the applicable
advisory fee. For example, we may combine account values for you and your minor children, joint
accounts with your spouse, and other types of related accounts. Combining account values may
increase the asset total, which may result in your paying a reduced advisory fee based on the available
breakpoints in our fee schedule stated above.

We will send you an invoice for the payment of our advisory fee, or we will deduct our fee directly from
your account through the qualified custodian holding your funds and securities. We will deduct our
advisory fee only when you have given our firm written authorization permitting the fees to be paid
directly from your account. Further, the qualified custodian will deliver an account statement to you at
least quarterly. These account statements will show all disbursements from your account. You should
review all statements for accuracy.

We encourage you to reconcile our invoices with the statement(s) you receive from the qualified
custodian. If you find any inconsistent information between our invoice and the statement(s) you
receive from the qualified custodian please call our main office number located on the cover page of
this brochure.

You may terminate the portfolio management agreement at any time. You will incur a pro rata charge
for services rendered prior to the termination of the portfolio management agreement, which means
you will incur advisory fees only in proportion to the number of days in the quarter for which you are a
client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated
refund of those fees.

Sub-Adviser Relationship
When providing models and trading recommendations to the Other Firm, Winans Investments will earn
fees that are negotiable with the Other Firm. These are generally based on the model type (i.e., equity
strategies, blended strategies or fixed income strategies) and are charged directlly to the Other Firm.
The fees are oulined in the contract between Winans Investments and the Other Firm.

Clients of Winans Investments that use the same models are not charged separately for these models.
Winans Investments' clients pay the annual Portfolio Management Services' fees outlined above and
stated in the client agreement with Winans Investments.

Additional Fees and Expenses
As part of our investment advisory services, we may invest, or recommend that you invest in mutual
funds and exchange traded funds. The fees that you pay to our firm for investment advisory services
are separate and distinct from the fees and expenses charged by mutual funds or exchange traded
funds (described in each fund's prospectus) to their shareholders. These fees will generally include a
management fee and other fund expenses. You will also incur transaction charges and/or brokerage
fees when purchasing or selling securities. These charges and fees are typically imposed by the
broker-dealer or custodian through which your account transactions are executed. We do not share in
any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To
fully understand the total cost you will incur, you should review all the fees charged by mutual funds,
...

Item 7 Types of Clients
Winans Investments provides investment advice and management for individuals, trusts, investment
companies and pension plans. We generally require that a portfolio contains a minimum of $400,000 to
open an account, but Winans Investments reserves the right to waive this minimum.