Brightwater Advisory LLC

Item 5. Fees and Compensation
      Brightwater offers services on a fee basis, which includes fixed and/or hourly fees, as well as fees based
      upon assets under management or advisement or the performance of the account.

      Investment Management and Wealth Management Fees

      Brightwater offers its investment management and wealth management services for an annual fee based on
      the amount of assets under the Firm’s management.

      For accounts managed as part of the Wrap Program, this management fee varies between 100 and 150 basis
      points (1.00 % – 1.50 %) in accordance with the following blended fee schedule:

                                   PORTFOLIO VALUE                        BASE FEE
                                        First $500,000                       1.50%
                                       Above $500,000                        1.00%

      For accounts managed outside of the Wrap Program, this management fee varies between 90 and 135 basis
      points (0.90% - 1.35%) in accordance with the following blended fee schedule:

                                   PORTFOLIO VALUE                        BASE FEE
                                        First $500,000                       1.35%
                                       Above $500,000                        0.90%

      The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets
      being managed by Brightwater on the last day of the previous billing period.

      If assets in excess of $25,000 are deposited into or withdrawn from an account after the inception of a
      billing period, the fee payable with respect to such assets is adjusted to reflect the interim change in portfolio
      value. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the
      Advisory Agreement is terminated, the fee for the final billing period is prorated through the effective date
      of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client,
      as appropriate.

      Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
      held-away assets, accommodation accounts, alternative investments, etc.), Brightwater may negotiate a fee
      rate that differs from the range set forth above. Further, Brightwater considers cash (i.e., money market
      funds) to be an asset class and as a result, Brightwater includes such funds in our fee calculation, regardless
      of our fee model. At times, our fee will exceed the money market yield. The client should review all fees
      charged by funds, brokers, Brightwater, and others to fully understand the total amount of fees paid by the
      client for investment and financial‐related services.

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 Disclosure Brochure                                                        Brightwater Advisory, LLC

      Financial Planning and Consulting Fees

      Brightwater generally provides its Financial Planning Services in conjunction with discretionary or non-
      discretionary portfolio management as part of its Wealth Management Services. In limited circumstances,
      Brightwater offers consulting services on a stand-alone basis through a separate Advisory Agreement. In
      doing so, Brightwater charges a fixed fee or hourly fee under a stand-alone engagement. These fees are
      negotiable, but range from $400 to $3,000 on a fixed fee basis and from $200 to $400 on an hourly basis,
      depending upon the scope and complexity of the services and the professional rendering the financial
      planning and/or the consulting services. If the client engages the Firm for additional investment advisory
      services, Brightwater may offset all or a portion of its fees for those services based upon the amount paid
      for the financial planning and/or consulting services.

      The terms and conditions of the financial planning and/or consulting engagement are set forth in the
      Advisory Agreement and Brightwater requires one-half of the fee (estimated hourly or fixed) payable upon
      execution of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan
      or completion of the agreed upon services. The Firm does not, however, take receipt of $1,200 or more in
      prepaid fees in excess of six months in advance of services rendered.

      Fee Discretion

      Brightwater may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as
      anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
      managed, related accounts, account composition, pre-existing/legacy client relationship, account retention
      and pro bono activities.

      Additional Fees and Expenses

      In addition to the advisory fees paid to Brightwater, clients also incur certain charges imposed by other third
      parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
      (collectively “Financial Institutions”). These additional charges include securities brokerage commissions,
      transaction fees, custodial fees, charges imposed directly by a mutual fund or ETF in a client’s account, as
      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. The Firm’s brokerage practices are described at length
      in Item 12, below.

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     Disclosure Brochure                                                         Brightwater Advisory, LLC

          Direct Fee Debit
...

Item 7. Types of Clients
          Brightwater offers services to individuals, high net worth individuals, charitable organizations, pension
          and profit sharing plans, corporations and other business entities.

          There are no minimum investment amounts or conditions required for establishing an account managed
          by Brightwater. However, all clients are required to execute an Advisory Agreement for services prior
          to commencing any work.

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 Disclosure Brochure                                                       Brightwater Advisory, LLC