Wellspring Advisors Inc

Item 5 – Fees and Compensation

Investment Management Services
WSA’s management fee is a percentage of the market value of the assets held within your
account under management in accordance with the following fee schedule:

Advisor Fee Schedule

The fee schedule below indicates the maximum fee charged based on the portfolio value.
Notwithstanding, advisory fees are negotiable based on the scope of work for each client.

       Portfolio Value                                        Fee as a Percent of Portfolio Value
       $         0 – 499,999                                  1.25 %
       $ 500,000 – 999,999                                    1.15 %
       $ 1,000,000 - 2,999,999                                1.00 %
       $ 3,000,000 – 3,999,999                                0.85 %
       $ 4,000,000 – 4,999,999                                0.75 %
       $ 5,000,000 – 9,999,999                                0.60 %
       $ 10,000,000 and above                                 0.50 %

                      Wellspring Advisors, Inc. - Form ADV Part 2A - Page 5

                                  WELLSPRING ADVISORS, INC.
                                     Form ADV Part 2A

At our discretion, we may combine the account values of family members living in the same
household to determine the applicable advisory fee. For example, we may combine account
values for you and your minor children, joint accounts with your spouse, and other types of
related accounts. Combining account values may increase the asset total, which may result in
your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated
above. If WSA agrees to combine household accounts, we will notify you in writing by the end
of the quarter.

Advisory fees charged by third party investment advisors (TPIA) are separate and apart from our
advisory fees. Our advisory fee on assets managed by TPIAs is based on the fee schedule set
forth above. Advisory fees that you pay to the TPIAs are established and payable in accordance
with the brochure provided by each TPIA to whom you are referred. The TPIA fees generally
range between .35% to 1.00% on the assets being managed. These TPIA fees may or may not be
negotiable. You should review the recommended TPIA’s brochure and take into consideration
the TPIA’s fees along with our fees to determine the total amount of fees associated with this
program. The TPIA’s fees may be higher or lower than those charged in the industry and similar
services may be offered by another advisor at a lower fee.

WSA may negotiate its Investment Management Fee based on a number of factors including, but
not limited to, the amount of work involved and the assets placed under management. Lower fees
for comparable services may be available from other sources. WSA may manage its own
accounts and our employees’ and/or family accounts for a reduced fee or free of charge.
Additionally, non-managed assets (described above in Item 4) are excluded from the calculation
of the management fee. See also Client Referrals and Other Compensation (Item 14) below.
Clients receive and sign a disclosure statement, which specifies the fee schedule and the
compensation to WSA or its owner. You should review third party money managers’ disclosure
brochures, investor profile, and investment management agreement before deciding to participate
in the program.

Financial Planning Services/Analysis and Consulting Services

Financial Life Planning (Comprehensive) / Financial Life Planning (Modular)
Comprehensive and Modular Financial Life Planning services are offered on a fixed fee basis. A
portion of the fixed fee will be collected upon the signing of the Agreement with the remainder
due upon completion and delivery of the financial plan.

Financial Life Planning (Ongoing)
Ongoing Financial Life Planning services are offered on an annual fixed fee basis and charged
on a monthly, quarterly, or semi-annual basis charged in advance depending on client preference.

Our fixed fee charges generally range between $3,000 - $10,000. The actual fixed fee charged to
the Client will be stated at the outset and will be based on the type and complexity of financial
planning needs and the amount of time involved. Fixed fee charges may also be based on the
experience level of the financial planner.

                     Wellspring Advisors, Inc. - Form ADV Part 2A - Page 6

                                    WELLSPRING ADVISORS, INC.
                                       Form ADV Part 2A

Hourly Consulting
For clients on the hourly consulting fee structure, Client shall pay to Advisor an hourly fee of up
to $400 for work on a specific consulting project. WSA’s minimum fee for hourly consulting
services is $1,000. Our hourly rate for administrative services is $110. Hourly rates are non-
negotiable. For the hourly consulting projects only, we require that you pay 50% of the fee in
advance and the remaining portion upon the completion of the services rendered. We will not
require prepayment of a fee more than six months in advance and in excess of $1,200.

Existing clients may be grandfathered into different planning or consulting fees and terms.

We will prepare an estimate for you before beginning any planning work, and help assist you in
making an informed decision. The total costs depends on the complexity of the project, the scope
of work to be performed, and the differential expertise of the Investment Advisor Representative
providing the services. Factors contributing to determination of the rate for financial planning
services include how many areas will be addressed in the financial planning services, which may
include statements of financial position (includes net worth and cash flow statements), risk
assessment, long term care and disability evaluation, core tax planning, core estate planning,
asset allocation, real estate analysis, retirement planning, and business transition planning.
...

Item 7 – Types of Clients

WSA offers its services to individuals, high net worth individuals, trusts and estates, charitable
organizations, and for retirement plans.

Account Requirements

As described under Advisory Services Offered above, WSA offers Investment Management
Services. In general, we require a minimum of $500,000 to establish an advisory client
relationship. At our discretion, we may waive this minimum account size. For example, we may
waive the minimum if you appear to have significant potential for increasing your assets under
our management. We may also combine account values for you and your minor children, joint
accounts with your spouse, and other types of related accounts to meet the stated minimum.
As described under Financial Planning/Analysis and Consulting Services above, we require a
minimum of $3,000 for financial plan and $1,000 for Analysis and Consulting Services.