Winter & Associates Inc

Item 5: Fees and Compensation

This item describes the fees we charge for our services and how our fees are
calculated and paid.

Investment Advisory Services

      Asset Management Fees
      For asset management services we provide, fees are charged on a
      quarterly basis in advance or arrears, based on assets under
      management. The fee rate is based upon complexity of client financial
      needs and objectives.

      Fees for accounts that are maintained for less than a full billing period will
      be prorated. Fees that are collected in advance will be prorated and
      returned, without interest, if an account is terminated before the billing
      period ends.

                Assets Under Management                   Annual Fee
                                                        (percentage of
                                                            assets)
                        First $500,000                      1.00%
                      Next $1.5 million                     0.63%
                  ($500,001 to $2.0 million)
                      Next $1.0 million                      0.52%
                 ($2,000,001 to $3.0 million)
                      Next $1.0 million                      0.41%
                 ($3,000,001 to $4.0 million)
                      Next $1.0 million                      0.26%
                 ($4,000,001 to $5.0 million)
                       Over $5 million                       0.11%

      Winter & Associates has contracted with Focus Advisor Solutions for
      services including trade processing, compliance, portfolio analytics
      software, collection of management fees, record maintenance, report
      preparation, and market research. As such, for Focus Advisor Solutions
      clients, an additional fee of 0.15% is added to the advisory fee to
      encompass this platform fee and services.

      Financial Planning and Consulting Fees
      For financial planning and consulting services, we typically charge a flat
      project fee ranging from $3,500 to $6,500 depending upon complexity of
      the engagement. For less complex, specialized engagements, we may

      determine that an hourly fee is more appropriate, which ranges from
      $350-$400/hr. Fees are billed at the completion of our plan delivery.
      Services may be provided both on an ongoing or a one-time basis
      dependent upon the client’s goals, needs and objectives.

      Retirement Plan Consulting
      For retirement plan consulting, we charge a fee based on the assets in the
      plan.

      Fees are paid either by the Plan sponsor or the Plan participants. The type
      and amount of the fees charged to the client are negotiable and are
      generally based on the size and complexity of the plan, the number of plan
      participants, the location of the participants, the estimated number of
      meetings required, and other factors that may be deemed relevant by us
      when negotiating with the client.

Cash Balances
Some of your assets may be held as cash and remain uninvested. Holding a
portion of your assets in cash and cash alternatives, i.e., money market fund
shares, may be based on your desire to have an allocation to cash as an asset
class, to support a phased market entrance strategy, to facilitate transaction
execution, to have available funds for withdrawal needs or to pay fees or to
provide for asset protection during periods of volatile market conditions. Your
cash and cash equivalents will be subject to our investment advisory fees unless
otherwise agreed upon. You may experience negative performance on the
cash portion of your portfolio if the investment advisory fees charged are higher
than the returns you receive from your cash.

Retirement Plan Rollover Recommendations
As part of our investment advisory services to our clients, we may recommend
that clients roll assets from their employer’s retirement plan, such as a 401(k),
457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual
retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA
(collectively, an “IRA Account”) that we will advise on the client’s behalf. We
may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan
Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts.

If the client elects to roll the assets to an IRA that is subject to our advisement,
we will charge the client an asset-based fee as set forth in the advisory
agreement the client executed with our firm. This creates a conflict of interest
because it creates a financial incentive for our firm to recommend the rollover
to the client (i.e., receipt of additional fee-based compensation). Clients are
under no obligation, contractually or otherwise, to complete the rollover.
Moreover, if clients do complete the rollover, clients are under no obligation to

have the assets in an IRA advised on by our firm. Due to the foregoing conflict of
interest, when we make rollover recommendations, we operate under a special
rule that requires us to act in our clients’ best interests and not put our interests
ahead of our clients’.

Under this special rule’s provisions, we must:

   •    meet a professional standard of care when making investment
        recommendations (give prudent advice);
   •    never put our financial interests ahead of our clients’ when making
        recommendations (give loyal advice);
   •    avoid misleading statements about conflicts of interest, fees, and
        investments;
   •    follow policies and procedures designed to ensure that we give advice
        that is in our clients’ best interests;
   •    charge no more than a reasonable fee for our services; and
   •    give clients basic information about conflicts of interest.

Many employers permit former employees to keep their retirement assets in their
company plan. Also, current employees can sometimes move assets out of their
...

Item 7: Types of Clients

We generally provide investment advice to the following types of clients:

   ● Individuals, including high net worth individuals, families, trusts and estates;
     and
   ● Small businesses and corporations

We have a household minimum of $500,000 of investable assets for engaging us
in an asset management relationship. Exceptions are at our discretion.