Wellspring Financial Advisors LLC

ITEM 5 – FEES AND COMPENSATION

5-A: Describe how we are compensated for our advisory services:

As a fee-only advisor, we do not accept any commissions and we do not have any fee-sharing relationships
with outside providers. We approach fee setting with a client as we do our planning. Each client
relationship is unique and is evaluated on a case-by-case basis. Different services require different
rationales for establishing fees. Retainer fees are based on the complexity and needs of each client and/or
their families.

Prior to the commencement of the advisory relationship, the firm and the client will agree to an asset-
based pricing structure based upon the initial assets under management. The asset-based fees will then
be converted to a fixed annual fee billed quarterly in advance. The fees will be revisited on a bi-annual
basis or another interval as mutually agreed upon by the client and Wellspring. Please note that fees are
negotiable. Following is the firm’s current standard fee schedule:

                   Assets Under Management                Annual Fee Rate
           First   $3,000,000                                  0.75%
           Next    $2,000,000                                  0.50%
           Next    $5,000,000                                  0.35%
           Next    $10,000,000                                 0.25%
           Over    $20,000,000                                 0.15%

From time to time, Wellspring has had other fee schedules that may have been higher or lower than those
currently in effect. As new schedules are put into effect, they are generally made available to new clients
and the fee schedule applicable to an existing client is generally not affected by the new schedules.
Therefore, some clients pay different fees than those shown above.

5-B: Describe whether we deduct fees from client accounts and/or bill directly:

Clients are charged a fixed annual retainer that is generally billed in advance on a quarterly basis beginning
January 1 of each calendar year. Fees are generally negotiated at the beginning of the client relationship
and adjusted bi-annually on an as needed basis.

Fees are collected in one of two ways and the client chooses which payment option best fits their needs:

    o   Direct Deduction of Fees from Client Account
            - We will set up an automatic or manual debit (deduction) directly from a client’s
                brokerage/custody account for payment of our fees.
    o   Client Invoiced
            - We will invoice the client each quarter and include a prepaid return envelope for the
                 submission of payment.

5-C: Describe any other types of fees or expenses clients may pay in connection with your advisory
services, such as custodian fees or mutual fund expenses:
Clients will incur the transactional costs associated with the qualified custodian and/or broker they choose
and underlying expense ratios charged by mutual funds and exchange traded funds (ETFs) held in client
accounts. These fees and/or expenses are generally calculated and debited (deducted) directly from the
clients’ respective accounts according to the qualified custodian/broker fee and/or expense schedules.

Please see Item 12 A1-3 for more information about our brokerage relationships.

5-D: Explain how a client may obtain a refund if the advisory contract is terminated before
the end of the billing period:

Clients can terminate their services with Wellspring, in writing, at any time during the contractual period.
Prepaid fees for services rendered will be refunded within 30 days and it will be proportional to the date
of their written termination notice.

5-E: Disclose if you or any of your supervised persons accept compensation for the sale of
securities or other investment products, including asset-based sales charges or service fees
from the sale of mutual funds:

Wellspring, and any supervised person of Wellspring, does not accept compensation for the sale of
securities or other investment products.

ITEM 7 – TYPES OF CLIENTS

Just as our client relationships are unique, so too are our parameters for starting a relationship with a
client. Generally, the more complex the financial situation, the more need for assistance. Sometimes the
level of complexity is directly correlated with wealth and other times it is not.

Our client relationships include, but are not limited to the following categories:

   -    Individuals and their families
   -    High Net Worth Individuals
   -    Trusts
   -    Estates
   -    Entities directly related to existing clients including charitable endeavors