WNY Asset Management LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         The client can determine to engage the Registrant to provide discretionary investment
         advisory services on a negotiable fee basis. The Registrant’s annual investment advisory
         fee is based upon a percentage (%) of the market value of the assets placed under the
         Registrant’s management, generally between 0.85% and 1.30% on a stepped-up basis, as
         follows:
                              Market Value of Portfolio            % of Assets
                              First $400,999.99                    1.30%
                              Next $349,999.99                     1.10%
                              Next $249,999.99                     1.00%
                              Over $1,001,000.00                   0.85%

         Registrant’s annual investment advisory fee as set forth above shall include investment
         advisory services and to the extent specifically requested by a client, financial planning
         and consulting services. In the event that the client requires extraordinary planning and/or
         consulting services (to be determined in the Registrant’s sole discretion), the Registrant
         may determine to charge for such additional services, the dollar amount of which shall be
         set forth in a separate agreement.

         The Registrant, in its sole discretion, may charge a lesser investment management fee based
         upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional
         assets, dollar amount of assets to be managed, related accounts, account composition,
         competition, negotiations with client, etc.). As a result, the Registrant’s clients could pay
         diverse fees based upon the market value of their assets, the complexity of the engagement,
         and the level and scope of the overall financial planning and/or consulting services to be
         rendered. The services to be provided by the Registrant to any particular client could be
         available from other advisers at lower fees. All clients and prospective clients should be
         guided accordingly.

                FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
         To the extent requested by a client, the Registrant may determine 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 separate fee
         basis. Registrant’s planning and consulting fees are negotiable, but generally range from
         $600 to $30,000 on a fixed fee basis, and from $150 to $350 on an hourly rate basis,
         depending upon the level and scope of the service(s) required and the professional(s)
         rendering the service(s).

   B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
      account. Both Registrant's Investment Advisory Agreement and the custodial/clearing
      agreement may authorize the custodian to debit the account for the amount of the
      Registrant's investment advisory fee and to directly remit that management fee to the
      Registrant in compliance with regulatory procedures. In the limited event that the
      Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.
      The Registrant shall deduct fees and/or bill clients monthly in advance, based upon the
      market value of the assets on the last business day of the previous month.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant shall generally recommend that Charles Schwab &
   Co., Inc. Advisor Services (“Schwab”) or SEI Financial Services Company, member
   FINRA/SIPC, an unaffiliated broker-dealer (“SEI”), serve as the broker-dealer/custodian
   for client investment management assets. Broker-dealers such as Schwab and/or SEI charge
   brokerage commissions and/or transaction fees for effecting certain securities transactions
   (i.e. transaction fees are charged for certain no-load mutual funds, commissions are charged
   for individual equity and fixed income securities transactions). 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).

D. Registrant's annual investment advisory fee shall be prorated and paid monthly, in advance,
   based upon the market value of the assets on the last business day of the previous month.
   The Registrant does not generally require an annual minimum fee or minimum asset level.
   The Registrant, in its sole discretion, may reduce its investment management fee based
   upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional
   assets, dollar amount of assets to be managed, related accounts, account composition,
   negotiations with client, etc.).

    The Investment Advisory 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
    Investment Advisory Agreement. Upon termination, the Registrant shall refund the pro-
    rated portion of the advanced advisory fee paid based upon the number of days remaining
    in the billing month.

E. Dual Registration / Securities Commission Transactions. Certain investment adviser
   representatives of Registrant are also associated with LPL Financial (“LPL”) as broker-
   dealer registered representatives (“Dually Registered Persons”). In their capacity as
   registered representatives of LPL, certain Dually Registered Persons may earn
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Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, trusts,
         pension and profit sharing plans, estates and charitable organizations. The Registrant does
         not generally require an annual minimum fee or minimum asset level.