Winch Advisory Services LLC

Item 5      Fees and Compensation

                               INVESTMENT SUPERVISORY SERVICES
                            INDIVIDUAL PORTFOLIO MANAGEMENT FEES

Winch Advisory Services Management Program

Our annual fees for Investment Supervisory Services are based upon a percentage of assets under
management and complexity of each client and the client’s account according to the following fee
schedule:

Assets Under Management                        Annual Fee

Up to $1 million                               1.00% to 2.00%
Assets over $1 million                         0.50% to 0.99%

Winch Financial will quote an exact fee to the client and will be agreed upon prior to entering into a
contract with any client.

Winch Financial will charge Portfolio Management clients who want financial planning services an
additional 0.25% annually to the fee they originally negotiated. This additional fee is reflected
accordingly in the client agreement.

Our fees are billed quarterly, in advance, at the beginning of each calendar quarter based upon the value
(market value or fair market value in the absence of market value), of the client's account at the end of
the previous quarter. Fees will be debited from the account in accordance with the client authorization
in the Client Agreement. On occasion, and based upon the client’s request, we may bill a client annually

or semi-annually.

We prefer a minimum of $500,000 of assets under management for this service. However, this minimum
is not mandatory and we may consider lesser amounts. Winch Financial may group certain related client
accounts for the purposes of achieving the minimum account size and determining the annualized fee.

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

Limited Negotiability of Advisory Fees: Although Winch Financial has established the aforementioned
fee schedule(s), we retain the discretion to negotiate alternative fees and account minimums on a client-
by-client basis. Client facts, circumstances and needs will be considered in determining the fee schedule.
These include the complexity of the client, assets to be placed under management, anticipated future
additional assets; related accounts; portfolio style, account composition, reports, among other factors.
The specific annual fee schedule will be identified in the contract between the adviser and each client.

If the client determines to engage Winch Financial to provide investment advisory services, Winch
Financial’s investment advisory fee shall vary (generally, up to 2.00%) based upon various factors,
including the total amount of assets placed under management/advisement.

Fee Dispersion. Winch Financial, in its sole discretion, may charge a lesser or higher investment advisory
fee, charge a flat fee, waive appliable minimum asset or minimum fee levels, waive its fee entirely, or
charge fee on a different interval, 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, complexity of the engagement, anticipated services to be rendered, grandfathered fee
schedules, employees and family members, courtesy accounts, competition, negotiations with client,
etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition,
similar advisory services may be available from other investment advisers for similar or lower fees. ANY
QUESTIONS: Winch Financial’s Chief Compliance Officer, Samuel Winch, remains available to address
any questions regarding advisory fees.

We may group certain related client accounts for the purposes of achieving the minimum account size
requirements and determining the annualized fee.

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

                                       FINANCIAL PLANNING FEES

Winch Financial's Financial Planning fee will be determined based on the nature of the services being
provided and the complexity of each client’s circumstances. All fees are agreed upon prior to entering
into a contract with any client.

As noted above, our annual Financial Planning fee is 25 basis points (0.25%) based on the client assets
managed by Winch Financial. Alternatively, clients can agree to pay a fixed fee typically ranging from
$3,000 to $20,000, based on the nature and complexity of the client’s circumstances. For clients paying
fixed fees, we may require a retainer at the beginning of a new or renewed financial planning agreement.
The amount of the retainer will be negotiated with the client.

As part of our services Winch Financial will meet with each client and conduct initial and on-going fact-
finding discussions to determine client goals.

                                      CONSULTING SERVICES FEES

Winch Financial's Consulting Services fee will be determined based on the nature of the services being
provided and the complexity of each client’s circumstances. All fees are agreed upon prior to entering
into a contract with any client.

Our Consulting Services fees are calculated and charged on an hourly basis, at a rate of up to $300 per
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Item 7     Types of Clients

Winch Financial provides advisory services to the following types of clients:

 Individuals (other than high net worth individuals)
 High net worth individuals

 Investment Companies (including mutual funds)
 Pension and profit sharing plans (other than plan participants)
 Other pooled investment vehicles (e.g., hedge funds)
 Charitable organizations

As previously disclosed in Item 5, our firm has established certain initial minimum account requirements,
based on the nature of the services being provided. For a more detailed understanding of those
requirements, please review the disclosures provided in each applicable service. Winch Financial, 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, negotiations with client, etc.). As a result, similarly
situated clients could pay different fees. In addition, similar advisory services may be available from
other investment advisers for similar or lower fees.