Wealthspring Advisors LLC

ITEM 5: FEES AND COMPENSATION
A. FEE SCHEDULES

WealthSpring Advisors is only compensated for advisory services in the following manner:
A percentage of assets under management or via hourly or project-based fees (which are
dependent upon the nature and scope of the engagement. Other than fixed fees for the

development of financial plans, advisory billings are based upon the number of project
hours, using the Advisor’s hourly rate as a guide).

1. Advisory fees for Investment Management Services are agreed upon at the time of
engagement. The Advisor’s fees are based upon a percentage of the assets under
management and are invoiced quarterly in advance according to the scale below:

Managed Assets:            Annual Fee:
First $500,000               1.50%
Next $500,000                1.25%
Above $1,000,000             1.00%

Fees may be modified (higher or lower), based on unusual circumstances, pre-existing
relationships, or complex matters. The Advisor’s fee will also be dependent upon the
amount and nature of assets to be managed, required services, complexities, or other
factors, and at the discretion of the Advisor. The Advisor’s fee is agreed to at the time of
engagement. WealthSpring Advisors reserves the right to provide pro bono services in
unique situations.

Advisory fees are billed quarterly in advance of services based upon the portfolio’s market
value on the last trading day of the relevant billing period. The portfolio’s market value is
determined by the client’s selected custodial firm. The Advisor’s quarterly fee is
determined by multiplying the portfolio balance on the last trading day of the billing period
and prorated based on the number of days in the quarter. A pro-rata fee is calculated for
services initiated at any time other than at the beginning of a calendar quarter and for finds
deposited to or withdrawn from the account during a quarter based on the number of days
in the quarter assets were actually in accounts under our management. .

During the course of an engagement, the Advisor reserves the right to modify the fee with
30 days written notice where the nature and complexity of the portfolio or services to be
provided are modified. Clients are welcome to discontinue services at any time.

2. The fees associated with Independent Managers are separate and distinct from the
Advisor’s fees. The terms and conditions under which the client shall engage the
Independent Manager shall be set forth in separate written agreements between 1) the
client and the Advisor and 2) the client and the designated Independent Manager(s) and/or
wrap fee program sponsor. The Advisor shall continue to provide advisory services to the
client relative to the ongoing monitoring and review of account performance, for which the
Advisor shall receive an annual advisory fee which is based upon a percentage of the
market value of the assets being managed by the designated Independent Manager. In
such cases, the Advisor’s quarterly management fee as outlined in the preceding
paragraph may be modified and agreed at the time of engagement. The Advisor’s fee shall
be dependent upon the scope of the engagement, complexity of services, portfolio size
and any other factors impacting services.

3. The fees for Consultation or Financial Planning Services are determined at the time
of engagement and based upon the time and effort required and/or the nature and

complexity of services. Financial Plan development and review services generally range
between $500 and $5,000. The Advisor’s hourly fee ranges from $150 to $250. For larger
Consultation or other planning projects, the Advisor may propose a project-based fee
which will be calculated by multiplying the Advisor’s hourly fee by the proposed number of
hours required to complete the project taking into consideration the effort, scope of
engagement and complexity of services. Project-based fees are agreed to at the time of
engagement.

WealthSpring Advisors may require a retainer equal to ½ the proposed project fee in order
to schedule services. In these cases, the project balance is due upon the delivery of
services. Should the client’s condition change during the course of services such that new
advice, re-evaluations, recommendations, or research are required or the Advisor must
re-work the advice, recommendations or other services, additional fees will apply. The
Advisor will not engage in additional services that result in fees without the client’s
approval.

4. Estate Planning Services Fees While the precise costs for creating estate planning
documents using the wealth.com platform vary based on which documents or optional
services the client ultimately desires, the price for a typical full Trust-based estate package
(including Will, Revocable Trust, Powers of Attorney and Advanced HeacthCare Directive)
is $1,500. The firm may negotiate the fee based on the case's complexity, at its discretion.

B. PAYMENT OF FEES

1. Investment Management Services and 2. Independent Manager Services. Unless
otherwise agreed in writing, Investment Management fees and Management fees
associated with Independent Managers are payable quarterly in advance. Payment of
Investment Management fees may be made directly to the Advisor or through a debit
directly to the client’s account by the qualified custodian holding the client’s funds and
securities.

The Advisor follows the following criteria when payment is made via a qualified custodian
as required by the State of Minnesota’s Securities Act: 1) The client provides written
authorization permitting the fees to be paid directly from the client’s account held by the
independent qualified custodian and the authorization is limited to withdrawing
contractually agreed upon Investment Advisor fees; (2) The client will directly receive
regular (monthly or quarterly) reports directly from the qualified custodian which reflect the
Advisor’s fee deduction; (3) The frequency of fee
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ITEM 7: TYPES OF CLIENTS AND
                       MINIMUM CONDITIONS
The Advisor’s services are primarily provided to individuals; pension and profit sharing
plans; trusts, estates and charitable organizations; corporations or other business entities.

If an account is subject to the Employee Retirement Income Security Act of 1974, as
amended, (“ERISA”), the Advisor acknowledges that Advisor is a fiduciary within the
meaning of the Act and the ERISA Client is a named fiduciary with respect to the control
or management of the assets in the Account. In each instance, the Client will agree to

obtain and maintain a bond satisfying the requirements of Section 412 of ERISA and to
include the Advisor and the Advisor’s principals, agents, and employees under those
insured under that bond and will deliver to the Advisor a copy of the governing plan
documents. If the Account assets for which the Advisor provides services represent only
a portion of the assets of an employee benefit plan, Client will remain responsible for
determining an appropriate overall diversification policy for the assets of such plan.

The Advisor does not impose a minimum portfolio size or fee arrangement. WealthSpring
Advisors reserves the right to decline to offer services to any person or
firm at its sole discretion.

Certain Independent Managers may, however, impose more restrictive account
requirements and varying billing practices than the Advisor. In such cases, the Advisor
may alter its corresponding account requirements and/or billing practices to accommodate
those of the Independent Manager(s) or wrap fee program sponsor.

                  ITEM 8: METHOD OF ANALYSIS,
               INVESTMENT STRATEGIES AND RISK
                            OF LOSS
A. METHODS OF ANALYSIS AND INVESTMENT STRATEGIES

The Advisor believes each client presents a unique set of goals, values, interests,
objectives, time horizons and challenges. WealthSpring Advisors provides individualized
attention to each type of investor who engages the Advisor for services.

The Advisor conducts various client interviews and data gathering activities in an effort to
help determine an investment plan or portfolio to best fit each client’s stated individual
situation. Client participation and the client’s delivery of accurate and complete information
are critical to the Advisor’s process.

In performing its services, the Advisor shall not be required to verify any information
received from the client or from the client’s other professionals (e.g., attorney, accountant,
etc.) and is expressly authorized to rely on such information.

The Advisor may recommend the services of itself, its Advisory Representatives in their
individual capacities as investment managers, and other professionals to implement its
recommendations. Any professional referrals (i.e., insurance firms, accounting
professionals, legal professionals, etc.) are solely a courtesy and the Advisor receives no
direct or indirect compensation as a result of referrals. Clients are welcome but are never
under any obligation to act upon any of the recommendations made by the Advisor or to
engage the services of any such recommended service firm or professional, including the
Advisor itself.

Based upon information provided by the client, the Advisor attempts to evaluate an
investor’s risk tolerance, time horizon, goals and objectives through an interview and data-
gathering process in an effort to determine an investment plan or portfolio to best fit the
investor’s profile. Client participation and the client’s delivery of accurate and complete
information are critical to the Advisor’s process.

The Advisor may utilize aspects of Fundamental and Technical Analysis methods, but
focuses on providing uniquely personalized Investment Management Services as outlined
in Item 3 of this section. Below is an overview of the Advisor’s methodologies:

1. Fundamental Analysis involves the analysis of financial statements, the general
financial health of companies, and/or the analysis of management or competitive
advantages. Fundamental analysis is about using real data to evaluate a security's value.
Although most analysts use fundamental analysis to value stocks, this method of valuation
can be used for just about any type of security. For example, an investor can perform
fundamental analysis on a bond's value by looking at economic factors, such as interest
rates and the overall state of the economy, and information about the bond issuer, such
as potential changes in credit ratings. For assessing stocks, this method uses revenues,
earnings, future growth, return on equity, profit margins and other data to determine a
company's underlying value and potential for future growth. In terms of stocks,
fundamental analysis focuses on the financial statements of the company being evaluated.

Very broadly described, this type of analysis involves a method of evaluating a security
that entails attempting to measure its intrinsic value by examining related
economic, financial and other qualitative and quantitative factors. Fundamental analysts
attempt to study everything that can affect the security's value, including macroeconomic
factors (like the overall economy and industry conditions) and company-specific factors
(like financial condition and management).

The end goal of performing fundamental analysis is to produce a value that an investor
can compare with the security's current price, with the aim of figuring out what sort of
position to take with that security (underpriced = buy, overpriced = sell or short).

This method of security analysis is considered to be the opposite of technical analysis.
Fundamental analysis is performed on historical and present data, but with the goal of
making financial forecasts. There are several possible objectives:

   •   to conduct a company stock valuation and predict its probable price evolution,
   •   to make a projection on its business performance,
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