Great Waters Wealth Management

Item 5           Fees and Compensation

   A.
                              INVESTMENT ADVISORY SERVICES
         The Registrant’s annual investment advisory fee for investment management services
         shall be based upon a percentage (%) of the market value of assets placed under the
         Registrant’s management to be charged quarterly in advance.

                     Assets Under Management                    Annualized Fee
                      First $1,000,000                             1.25%
                      Next $1,000,000                              1.00%
                      Next $3,000,000                              0.80%
                      Next $5,000,000                              0.60%
                      Above $10,000,000                          Negotiable

              *    Unless otherwise agreed, the Registrant’s fee for managing
                   assets allocated to fee-only annuities will be 1.00%

              ** As noted above, the Registrant may provide tax
                 preparation services to clients. Certain clients may
                 receive tax preparation services at no additional cost
                 while others may be subject to an additional fee.

    The Registrant’s investment advisory fee is negotiable at its discretion, 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 FEES
    The Registrant also provides financial planning and/or consulting services (including
    investment and non-investment related matters, including estate planning, insurance
    planning, etc.) on a stand-alone basis. Registrant’s planning and consulting fees are
    negotiable, but generally range from $2,000 to $4,500 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.

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. (“Schwab”) serve as the broker-dealer/custodian for client investment
   management assets. Broker-dealers such as Schwab 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 Schwab,
         generally (with the potential exception for large orders) do not currently charge fees on
         individual equity transactions (including ETFs), others do.

         There can be no assurance that Schwab will not change their transaction fee pricing in the
         future.

         Schwab may also assess fees to clients who elect to receive trade confirmations and
         account statements by regular mail rather than electronically.

         Clients will incur, in addition to Registrant’s investment management fee, brokerage
         commissions and/or transaction fees, and, 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. The Registrant shall deduct fees and/or bill clients quarterly in advance. The Registrant
      shall base its fee calculation upon the market value of the client’s assets on the last
      business day of the previous quarter.

         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 of agreement the Registrant shall
         refund to the client a pro-rated portion of the prepaid advisory fee based upon the number
         of days service was provided during the current billing period.

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
      securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, trusts,
         estates, charitable organizations, and pension and profit-sharing plans. The Registrant
         generally requires a minimum asset level as detailed in the Tiered Services Schedule
         above.

         The Registrant, in its sole discretion, may charge a lesser investment management fee or
         waive or reduce its minimum asset requirement 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.).