Wingate Wealth Advisors Inc

Item 5       Fees and Compensation

We are a fee-only investment adviser, and all of our revenues come from the fees paid by our
clients. We do not accept any compensation from any third parties with respect to any
transactions for the accounts of our clients, or for any referrals we may make to third parties
such as attorneys, accountants, or other professionals.

                          INVESTMENT MANAGEMENT SERVICES
                       INDIVIDUAL PORTFOLIO MANAGEMENT FEES

Our annual fees for Investment Management Services are generally based upon a percentage
of assets under management. Fees are billed quarterly in arrears or in advance, as agreed
with the client, and are charged to clients' investment brokerage accounts unless other
payment arrangements have been made.

The annualized fee for Investment Management Services will generally be charged as a
percentage of assets under management and fee schedules range up to 1.25% based on
various objective and subjective factors as described below. We typically have a two million
dollar ($2M) minimum investment amount for new clients, but exceptions can be made at the
discretion of the advisor.

Client facts, circumstances and needs will be considered in determining the appropriate fee
schedule. These include the complexity of the client situation, assets to be placed under
management, anticipated future additional assets, related accounts, portfolio style, account
composition, and account reports, among other factors. Wingate Wealth Advisors, Inc. may
negotiate fees on a client by client basis. In establishing the annual fee, there may be a
conflict of interest since a higher fee may result in increased compensation received by the
registered investment adviser representative. The annual fee schedule will be specified in the
agreement between Wingate Wealth Advisors, Inc. and the client.

                                  GENERAL INFORMATION

Termination of the Advisory Relationship: A client agreement may be canceled at any time,
by either party, for any reason upon receipt of written notice. Upon termination of the account,
we will pro rate the final fee according to the number of days the account was under
management during the billing period.

Mutual Fund Fees: All fees paid to Wingate Wealth Advisors, Inc. for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds and/or
ETFs to their shareholders. These fees and expenses are described in each fund's prospectus.
These fees will generally include a management fee and other fund expenses. Wingate
Wealth Advisors, Inc. seeks to minimize these fees by investing in institutional share classes,
which have lower fees than retail share classes.

Separately Managed Account Fees: Clients participating in separately managed account
programs may be charged various program fees in addition to the advisory fee charged by our
firm. Such fees may include the investment advisory fees of the third party manager. We will
clearly disclose and review any separate program fees that may be charged to clients.

Wrap Fee Programs: Wingate does not offer wrap fee programs.

Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible
for the fees and expenses charged by custodian / broker-dealers, including, but not limited to,
any transaction charges imposed by a broker-dealer with which an independent investment
manager effects transactions for the client's account(s). Please refer to the "Brokerage
Practices" section (Item 12) of this Form ADV for additional information.

ERISA Accounts: Wingate Wealth Advisors, Inc. is deemed to be a fiduciary to advisory
clients that are employee benefit plans pursuant to the Employee Retirement Income Security
Act of 1974 ("ERISA"). As such, our firm is subject to specific duties and obligations under
ERISA and the Internal Revenue Code that includes, among other things, restrictions
concerning certain forms of compensation.

Retirement Plan Rollovers. A client or prospective client leaving an employer typically has four
options regarding an existing retirement plan (and may engage in a combination of these
options): (i) leave the money in the former employer's plan, if permitted, (ii) roll over the assets
to the new employer's plan, if one is available and rollovers are permitted, (iii) roll over to an
Individual Retirement Account ("IRA"), or (iv) cash out the account value (which could,
depending upon the client's age, result in adverse tax consequences). If Wingate Wealth
Advisors, Inc. recommends that a client roll over their retirement plan assets into an account to
be managed by Wingate Wealth Advisors, Inc., such a recommendation may create a conflict
of interest if Wingate Wealth Advisors, Inc. will earn a new (or increase its current) advisory fee
as a result of the rollover. To the extent that Wingate Wealth Advisors, Inc. recommends that
clients roll over assets from their retirement plan to an IRA managed by Wingate Wealth
Advisors, Inc., then Wingate Wealth Advisors, Inc. represents that it and its investment adviser
representatives are fiduciaries under ERISA, or the Internal Revenue Code, or both. No client
is under any obligation to roll over retirement plan assets to an account managed by Wingate
Wealth Advisors, Inc.

Cash Positions. Client portfolios typically include incidental money market fund balances which
are included as part of assets under management for purposes of calculating Wingate Wealth
Advisors, Inc.'s advisory fee. Wingate Wealth Advisors, Inc. may maintain money market fund
balances for anticipated investments or periodic distributions, such as Required Minimum
Distributions. Wingate Wealth Advisors, Inc. may exclude substantial cash deposits from its
advisory fee while funds are pending investment. Depending upon current yields, at any point
in time, Wingate Wealth Advisors, Inc.'s advisory fee could exceed the interest paid by the
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Item 7       Types of Clients

Wingate Wealth Advisors, Inc. provides advisory services to the following types of clients:

      Individuals (other than high net worth individuals)
      High net worth individuals
      Charitable organizations
      Pension and Profit Sharing Plan Participants