Watershed Private Wealth LLC

Fees and Compensation - Item 5

 A. Fee Schedule

 Portfolio Management Services Fees
 For portfolio management services, WPWL charges an annual fee based on a percentage of assets under
 management. Fees are based on the following fee schedule:

                       Total Assets Under Management              Annual Fees
                       $0 - $1,000,000                            1.20%
                       $1,000,000 - $2,000,000                    1.00%
                       $2,000,000 - $5,000,000                    0.85%
                       $5,000,000 - $10,000,000                   0.75%
                       Over $10,000,000                           0.50%

 WPWL’s portfolio management fees are payable quarterly, in advance, and are based on the value of the assets
 in the portfolio on the last business day of the prior billing period. Our firm uses a breakpoint fee schedule. This
 means that the entire portfolio is charged the same asset management fee. For example, a client with $3,000,000
 in assets under management on the last business day of the first quarter would pay a fee of $6,375 on the first
 business day of the second quarter (($3,000,000 x 0.85%)/4 = $6,375). The management fee for the initial quarter
 shall be calculated on a pro rata basis commencing on the day the assets are initially designated to us for
 management.

 The fee listed above includes the compensation received by GWM, our current sub adviser. GWM gives us access
 to a model provider marketplace where client assets can be placed in investment models created by a number of
 outside managers. In some cases, these models are provided for no additional fees. However, some models are
 subject to a separate fee charged by the model manager. These additional fees will range from 0.15% to 0.85%
 and will only apply to the portion of the portfolio invested in the model. All such fees will be clearly disclosed to
 the client at the time of allocation.

 Most clients engage us for ongoing portfolio management combined with financial planning services. When this
 occurs, the costs of our financial planning advice are typically included within the asset-based fees we charge for
 our rendering of portfolio management services to you.

 These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory
 agreement. Clients may terminate the agreement without penalty for a full refund of WPWL's fees within five
 business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment
 Advisory Contract immediately upon written notice. Upon termination, for any unearned asset-based fees paid
 in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate*
 times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate
 is calculated by dividing the annual asset-based fee rate by 365.)

 Financial Planning Fees
 Financial planning fees range from $1,000 to $10,000. The fees are negotiable, and the final fee schedule will be
 attached as Exhibit II of the Financial Planning Agreement. Financial Planning fees are waived for portfolio
 management clients. Fees are paid in advance. We do not require you to pay fees six or more months in advance
 and in excess of $1,200.

Watershed Private Wealth, LLC
Form ADV Part 2A

 Clients may terminate the agreement without penalty, for full refund of WPWL’s fees, within five business days
 of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement
 upon written notice.

 B. Payment of Fees

 Payment of Portfolio Management Fees
 The portfolio management fee is deducted from the client's account held at the custodian. The client authorizes
 us or GWM to debit the fee from the client’s account. If insufficient cash is available to pay such fees, securities
 in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid balance. We may deduct
 the fee from a single, client-designated account to facilitate billing. We encourage you to carefully review the
 statements you receive from the qualified custodian. If you have questions about your statements, or if you did
 not receive a statement from the qualified custodian, please call our office number located on the cover page of
 this brochure. In limited cases, we may invoice the client directly for the payment of fees.

 Payment of Financial Planning Fees
 Fixed Financial Planning fees are paid via check or wire.

 C. Client Responsibility for Third Party Fees
 All fees paid to WPWL for investment advisory services are separate and distinct from the fees and expenses
 charged by investment companies like mutual funds and exchange traded funds to their shareholders. These fees
 and expenses are described in each fund's prospectus. These fees generally include management fees, other fund
 expenses, early redemption fees, and possible distribution fees. A client could invest in an investment company
 directly, without the services of WPWL. In that case, the client would not receive the services provided by WPWL,
 which are designed, among other things, to assist the client in determining which mutual fund or funds are most
 appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees
 charged by the funds and the fees charged by WPWL to understand fully the total amount of fees to be paid by
 the client and to evaluate the advisory services being provided.

 Mutual funds generally offer multiple share classes based upon certain eligibility and/or purchase requirements.
 For instance, in addition to retail share classes (typically referred to as class A, class B, and class C shares), mutual
 funds may also offer institutional share classes or other share classes that are specifically designed for purchase
...

Types of Clients - Item 7

 WPWL generally offers investment advisory services to individuals, pension and profit-sharing plans and their
 participants, trusts, estates, charitable organizations, corporations, and other business entities.

 There is no account minimum for any of WPWL’s services.

                   Methods of Analysis, Investment Strategies and Risk of Loss - Item 8

 A. Methods of Analysis and Investment Strategies