Winthrop Partners - WNY LLC

ITEM 5. FEES AND COMPENSATION
Winthrop offers its services on a fee only basis, as further described below.

INVESTMENT MANAGEMENT FEE
Winthrop’s annual fee for asset management varies according to the type of investment management
services the firm provides. For investment management services provided by Winthrop, generally, our
annual fee shall be prorated and paid monthly in advance, based upon the market value of the assets and
cash managed by Winthrop on the last day of the previous month as valued by the Custodian. We shall
begin charging our advisory fee on the first day of the first full calendar month the assets are designated
for our management. If you terminate the account after the commencement of a calendar billing period,
the unearned portion of the fee will be promptly refunded. The firm’s fee may be negotiated but is typically
up to 1.5% of the assets we manage on your behalf. A flat fee may also be charged in certain circumstances.
In addition, Winthrop does have a minimum advisory fee of $2,500. This minimum fee may be negotiated
or waived at the sole discretion of the Firm.
Winthrop’s annual fee is exclusive of, and in addition to, brokerage commissions, transaction fees, and
other related costs and expenses incurred by the client. Winthrop does not, however, receive any portion
of these commissions, fees, and costs. The firm’s management fee may also include financial planning
services (as described below).

FINANCIAL PLANNING / SUBSCRIPTION SERVICES FEE
Generally, we charge a fixed fee for our subscription service. Our annual financial planning fee is
determined based on the nature of the services being provided and the complexity of your circumstances.
The annual fee for the first year covers the development phase, planning, and discussion. Each subsequent
year thereafter, the annual fee will be reviewed as well as any changes to the plan. We may also charge
an hourly fee, which varies and is dependent on the amount of time and the complexity of services we
provide. All fees are agreed upon prior to entering into a financial planning agreement with you.
The fee is prorated and billed on a monthly basis. Invoices are sent monthly and due within 10 days of
receipt. As an alternative, the client may elect to have the fee debited from their checking account
automatically.

FEES CHARGED BY FINANCIAL INSTITUTIONS
As further discussed in response to Item 12 (below), Winthrop generally recommends that clients utilize
the brokerage and clearing services of Raymond James & Associates, Inc. (“Raymond James”) for
investment management accounts. The firm recommends Raymond James for custody of customer assets
and execution of customer transactions. Raymond James Associates (“RJA”), a corporate affiliate of
Raymond James and member of the New York Stock Exchange and the Securities Investor Protection
Corporation, acts as the clearing agent in the execution of securities transactions placed through Raymond
James.
Winthrop may only implement its investment management recommendations after the client has arranged
for and furnished Winthrop with all information and authorization regarding accounts with appropriate
financial institutions. Financial institutions include, but are not limited to, Raymond James, any other
broker-dealer recommended by Winthrop, a broker-dealer directed by the client, trust companies, banks
etc. (Collectively referred to herein as the “Financial Institution”).

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Clients may incur certain charges imposed by the Financial Institutions and other third parties such as
custodial fees, charges imposed directly by a mutual fund or ETF in the account, which are 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, and other fees and taxes on
brokerage accounts and securities transactions. Additionally, for assets outside of any wrap fee programs,
clients may incur brokerage commissions and transaction fees. Such charges, fees and commissions are
exclusive of and in addition to Winthrop’s fee.
Winthrop’s Agreement and the separate agreement with any Financial Institution may authorize the
Financial Institution to debit the client’s account for the amount of Winthrop’s fee and to directly remit
that management fee to Winthrop. The Financial Institution has agreed to send a statement to the client,
at least quarterly, indicating all amounts disbursed from the account including the amount of management
fees paid directly to Winthrop. Alternatively, clients may elect to have Winthrop send an invoice for
payment.

FEES FOR MANAGEMENT FOR PARTIAL MONTHS OF SERVICE
All fees are calculated on a full month basis. If assets are deposited into or withdrawn from an account
after the inception of a month, the fee payable with respect to such assets will not be adjusted or prorated
based on the number of days remaining in the month.
The Agreement between Winthrop and the client will continue in effect until terminated by either party
pursuant to the terms of the Agreement. Winthrop’s fees are prorated to the effective date of the client’s
written notice of termination and any remaining balance is charged or refunded to the client, as
appropriate.
Clients may make additions to and withdrawals from their account at any time, subject to Winthrop’s right
to terminate an account. Additions may be in cash or securities provided that Winthrop 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 Winthrop, subject to the usual and customary securities
settlement procedures. However, Winthrop designs its portfolios as long-term investments, and the
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ITEM 7. TYPES OF CLIENTS
The Firm generally provides advisory services to the following types of clients:
      Individuals
      High-Net-Worth Individuals
      Trusts
      Estates
      Charitable Organizations
      Pension and Profit-sharing Plans
      Corporations and other business entities
This list is not exhaustive, and the Firm may provide advisory services to other types of clients as
appropriate. Winthrop does not impose a strict minimum account size. The Firm considers all aspects of
the client relationship when accepting new clients and/or accounts. Winthrop does have a minimum
advisory fee of $2,500.00.

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