Windward Capital Management Co

Item 5 Fees and Compensation
Portfolio Management Services
Our fee for portfolio management services is based on a percentage of the assets in your account and
is set forth in the following annual fee schedule:

             Annual Fee Schedule for All-Equity, Balanced or Customized Accounts

            Assets Under Management                                      Annual Fee
   First $3 million of assets under management                             1.25%

   Next $2 million of assets under management                               1.00%

   Next $5 million of assets under management                                0.85%

   Over $10 million of assets under management                               0.75%

                          Annual Fee Schedule for Fixed-Income Accounts

            Assets Under Management                                       Annual Fee
   First $10 million of assets under management                             0.60%

   Next $5 million of assets under management                                0.50%

   Next $5 million of assets under management                                0.40%

   Over $20 million of assets under management                               0.30%

Our annual portfolio management fee is billed and payable, quarterly in advance, based on the
balance at end of billing period of your account(s).

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 living in the same household
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 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 call our main office number located on the cover page of this
brochure.

You may terminate the portfolio management agreement upon 30 days written notice. 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.

Mutual fund/529 plan accounts held directly with American Funds will not be charged the above fee but
instead will be assessed a fee ranging from 0.25% to 1.00% on an annual basis. This is a separate
fee and only charged on holdings directly held at American Funds. The assets within these accounts
are not considered when determining the client's AUM for purposes of meeting breakpoints in the
standard fee schedule for their other accounts.

Selection of Other Advisers
You may be required to sign an agreement directly with the recommended TPMM(s). You may
terminate your advisory relationship with the TPMM according to the terms of your agreement with the
TPMM. You should review each TPMM's brochure for specific information on how you may terminate
your advisory relationship with the TPMM and how you may receive a refund, if applicable. You should
contact the TPMM directly for questions regarding your advisory agreement with the TPMM.

Sub-Advisory Services for Registered Investment Advisers
Fees and payment arrangements are negotiable and will vary on a case-by-case basis.

Additional Fees and Expenses
As part of our investment advisory services to you, 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 whom 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, exchange traded funds, our firm, and others. For information on our brokerage practices,
refer to the Brokerage Practices section of this brochure.

We may trade client accounts on margin. Each client must sign a separate margin agreement before
margin is extended to that client account. Fees for advice and execution on these securities are based
on the total asset value of the account, which includes the value of the securities purchased on margin.
While a negative amount may show on a client's statement for the margined security as the result of a
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Item 7 Types of Clients
We offer investment advisory services to individuals (other than high net worth individuals), high net
worth individuals, pension and profit sharing plans, charitable organizations and corporations or other
businesses not listed above.