Windward Private Wealth Management Inc

Item 5. Fees and Compensation
      Windward offers its services on a fee basis, which include fees based upon assets under
      management and fixed fees.

      Wealth Management Fee
      Windward provides wealth management services for an annual fee based upon a percentage of the
      market value of the assets being managed by Windward with a minimum quarterly fee based on
      the following schedule:

                           PORTFOLIO VALUE                         BASE FEE
                             First $3,000,000                        1.00%
                             Next $2,000,000                         0.80%
                             Next $5,000,000                         0.70%
                           More than $10,000,001                    Negotiable

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 Disclosure Brochure                         Windward Private Wealth Management, Inc.

      These fees are prorated and charged quarterly, in arrears, based upon the market value of the assets
      being managed by Windward on the last day of the quarter as determined by a party independent
      from the Firm (including the client’s custodian or another third-party). The Firm includes cash in
      a client’s account in determining the valuation for billing purposes. The Firm may, in its sole
      discretion, not include cash in determining the fee, especially where a client has a high percentage
      of cash for reasons other than the Firm's investment management decision. The minimum
      quarterly fee charged is $1,250 per quarter and described in more detail in Item 7. Clients that have
      established an advisory relationship with Windward prior to July 31, 2021 have different fee
      arrangements in place with the Firm.

      For all clients, for the initial period of an engagement and for subsequent capital additions, the fee
      is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final
      billing period is prorated through the effective date of the termination, and the outstanding balance
      is charged to the client.

      Tax Preparation Fee for Wealth Management Clients
      For wealth management clients, Windward’s fees for tax preparation services are negotiable but
      generally range from $250 to $2,500 on a fixed fee basis, depending upon the complexity of the
      client’s tax situation. Prior to engaging Windward to provide these services, the client is required
      to enter into a written agreement with Windward setting forth the terms and conditions of the
      engagement, including terms of payment. Windward may offset a portion of its tax preparation
      fees for wealth management clients who have $1,500,000 or more of assets under management
      with the Firm.

      Fee Discretion
      Windward, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria,
      such as anticipated future earning capacity, anticipated future additional assets, dollar amount of
      assets to be managed, related accounts, account composition, pre-existing client relationship,
      account retention and pro bono activities. Where Windward manages 529 plan assets, annual fees
      on these assets are .50%. 529 plan asset fees are considered separately from Windward’s wealth
      management fee and minimum quarterly fee meaning that where clients pay a minimum fee, the
      fee for 529 plan services are in addition to the minimum fee.

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 Disclosure Brochure                         Windward Private Wealth Management, Inc.

      Additional Fees and Expenses
      In addition to the advisory fees paid to Windward, clients may also incur certain charges imposed
      by other third parties, such as broker-dealers, custodians, including those recommended by the
      Firm, trust companies, banks and other financial institutions (collectively “Financial Institutions”).

      These additional charges may include securities brokerage commissions, transaction fees,
      custodial fees, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed
      in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales
      charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, 529 plan
      sponsor charges and other fees and taxes on brokerage accounts and securities transactions.
      Windward does not, however, receive any portion of these commissions, fees, and costs.

      Fee Debit
      Clients provide Windward with the authority to directly debit their accounts for payment of the
      Firm’s wealth management fees. The Financial Institutions that act as qualified custodian for client
      accounts have agreed to send statements to clients not less than quarterly detailing all account
      transactions, including any amounts paid to Windward. In the alternative, clients may elect to
      have Windward send an invoice.

      Account Additions and Withdrawals
      Generally, clients may make additions to and withdrawals from their account at any time, subject
      to Windward’s right to terminate an account. Generally, additions may be in cash or securities
      provided that the Firm reserves the right to liquidate any transferred securities or decline to accept
      particular securities into a client’s account. Clients may withdraw account assets on notice to
      Windward, subject to the usual and customary securities settlement procedures. However,
      Windward designs its portfolios as long-term investments and the withdrawal of assets may impair
      the achievement of a client’s investment objectives. Windward may consult with its clients about
...

Item 7. Types of Clients
      Windward primarily provides its services to individuals and pension and profit sharing plans.

      Minimum Account Requirements

      As a condition for starting and maintaining a relationship, Windward evaluates criteria such as
      portfolio size, client age, anticipated earnings, anticipated future additional assets, related
      accounts, account composition and preexisting client relationships.

      Minimum Account Fee

      As a condition for starting and maintaining an investment management relationship, Windward
      imposes a minimum quarterly fee of $1,250. This minimum fee will cause clients with smaller
      portfolios to incur an effective fee rate that is higher than the Firm’s stated fee. Windward may,
      in its sole discretion, elect to charge a lesser minimum fee based upon certain criteria, including
      anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to
      be managed, related accounts, account composition, pre-existing client, account retention, and pro
      bono activities.