Winters Financial Group Inc

Item 5           Fees and Compensation

   A.
                                    INVESTMENT ADVISORY SERVICES
         The Registrant’s annual investment advisory fee is negotiable at its discretion, but typically
         ranges from 0.50% and 2.00% of the total assets placed under the Registrant’s
         management, depending upon objective and subjective factors including but not limited to:
         the amount of assets to be managed; portfolio composition; the scope and complexity of
         the engagement; the anticipated number of meetings and servicing needs; related accounts;
         future earning capacity; anticipated future additional assets; the professional(s) rendering
         the service(s); prior relationships with the Registrant and/or its representatives, and
         negotiations with the client.

         As a result of these factors, similarly situated clients could pay different fees, the services

    to be provided by the Registrant to any particular client could be available from other
    advisers at lower fees, and certain clients may have fees different than those specifically
    set forth above.

           FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
    The Registrant may be engaged to provide financial planning and/or consulting services
    (including investment and non-investment related matters, including estate planning,
    insurance planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting
    fees are negotiable, but generally range from $500 to $3,000 on a fixed fee basis, and $250
    on an hourly rate basis, depending upon the level and scope of the service(s) required and
    the professional(s) rendering the service(s). The Registrant typically requires clients to pay
    up to ½ of its financial planning fee upon execution of the financial planning agreement.
    The balance for the financial planning engagement shall be due upon completion of the
    project.

                         RETIREMENT PLAN CONSULTING SERVICES
    The Registrant provides retirement plan consulting services in the capacity of a 3(21)
    advisor, pursuant to which it assists sponsors of self-directed retirement plans with the
    selection and/or monitoring of investment alternatives from which plan participants shall
    choose in self-directing the investments for their individual plan retirement accounts. The
    Registrant’s annual fee for these services shall generally range from 0.20% up to 0.75% of
    the total assets maintained within the plan.

   Clients may elect to have the Registrant’s advisory fees deducted from underlying client’s
   custodial accounts. In the limited event that the Registrant bills the client directly, payment
   is due upon receipt of the Registrant’s invoice. The Registrant shall generally deduct fees
   and/or bill clients quarterly in arrears based upon the value of the account as of the last day
   of the billing period. The Registrant adjusts its quarterly advisory fee based upon intra
   quarter additions or withdrawals on a pro-rata basis.
B. Broker-dealers such as Fidelity charge brokerage commissions, transaction, and/or other
   type fees for effecting certain types of securities transactions (i.e., including transaction
   fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income
   transactions, etc.). The types of securities for which transaction fees, commissions, and/or
   other type fees (as well as the amount of those fees) shall differ depending upon the broker-
   dealer/custodian. While certain custodians, including Fidelity, generally (with the potential
   exception for large orders) do not currently charge fees on individual equity transactions
   (including ETFs), others do. In addition to Registrant’s investment management fee,
   brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual
   fund and exchange traded fund purchases, charges imposed at the fund level (e.g.
   management fees and other fund expenses).

C. The agreement between the Registrant and the client will continue in effect until terminated
    by either party by written notice in accordance with the terms of the agreement. Upon
    termination, the Registrant shall debit any earned and unpaid advisory fee due based upon
    the number of days the account was serviced during the final billing quarter.

    To the extent a client has prepaid a portion of a financial planning fee and determines to
    terminate the engagement prior to the delivery of a completed financial plan, the Registrant
    shall refund the unearned portion of the advanced fee. Conversely, if the value of the
    financial planning work completed as of the time of termination exceeds the amount of the
    financial fee paid in advance, the Registrant shall invoice the client for the difference.

   D. Securities Commission Transactions. In the event that the client desires, the client can
         engage the Registrant’s representatives in their capacities as registered representatives of
         Simplicity to implement investment recommendations on a commission basis. In the event
         the client chooses to purchase investment products through Simplicity, Simplicity will
         charge brokerage commissions to effect securities transactions, a portion of which
         commissions Simplicity shall pay to Registrant’s Principal, as applicable. The brokerage
         commissions charged by Simplicity may be higher or lower than those charged by other
         broker-dealers. In addition, Simplicity, relative to commission mutual fund purchases, may
         also receive additional ongoing 12b-1 trailing commission compensation directly from the
         mutual fund company during the period that the client maintains the mutual fund
         investment.

             1. Conflict of Interest: The recommendation that a client purchase a commission
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Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, trusts and estates, charitable
         organizations and business entities.

         The Registrant does not require a minimum asset value or impose a minimum annual fee
         requirement for investment advisory services.