Wellspring Wealth Management LLC

Item 5 - Fees and Compensation
Investment Advisory Services
Fees are billed quarterly per account and paid in advance. The fee charged is one quarter of the annual fee
percentage. The account value includes cash but excludes restricted or self-directed assets. New accounts are
billed for the remaining days in the current billing quarter. Accounts at Schwab Advisor Services are billed on
a calendar quarter with fees calculated on the actual number of days in the quarter based on the account value
as of the last business day of the previous quarterly billing period. Accounts at LPL Financial are billed on a
three-month quarter starting with the month the account is opened. The fee is calculated based on the
number of days the assets are in the account during the calendar quarter. As a result of the difference in fee
calculation, you may pay more or less during a quarterly billing period based on where your account is held.

                                                                               Wellspring Wealth Management, LLC

Terminated accounts are entitled to a prorated refund of any pre-paid quarterly fee based upon the number of
days remaining in the billing quarter. Account advisory fees are negotiable and vary by client and range from
0.25% up to 1.50% annually based on several factors, including: the complexity of the services provided, the
level of assets to be managed, the amount of assets to be managed, and the overall relationship with us.
Advisory relationships with multiple objectives, specific reporting requirements, portfolio restrictions, and
other complexities may be charged a higher fee. The exact fee for services will be agreed upon and listed in
the Advisory Agreement prior to services being provided.
Account fees are deducted from your brokerage account at the qualified custodian. We facilitate the billing
process. You must consent in advance to direct debiting of your fees from your accounts. Custodians deliver
your account statements at least quarterly directly to you. Account statements show all disbursements from
your account. You are encouraged to review your account statements for accuracy. We will receive electronic
access or duplicate copies of your account statements. In instances where direct debit is not obtained, you will
be invoiced the account fee.
Your individual accounts, or third-party program accounts, may incur additional charges and fees imposed by
third parties. Third parties include custodians, mutual funds, and investment managers. These expenses are in
addition to our account fee. Charges vary by third party, type of account, size of account, volume of activity,
and type of investment. They are described in the custodian account agreements, investment prospectuses,
and plan documents. Charges may include:

    •   Transaction charges for trade execution
    •   Mutual fund or money market 12b-1 and sub-transfer agent fees
    •   Mutual fund and money market management fees and administrative expenses
    •   Mutual fund transaction fees
    •   Administrative servicing fees for trust accounts
    •   Other custodial transaction charges and service fees outlined in the account agreement
    •   IRA and qualified retirement plan servicing fees
    •   Other charges required by law
We do not receive a portion of these charges or fees. We include security transaction costs as part of the
overall investment advisory fee for Clients participating in the Wellspring Wealth Management Wrap Fee
Program. See Item 4 above and Appendix 1 – Wrap Fee Brochure. In addition, all fees paid to us for
investment advisory services or part of the Wellspring Wealth Wrap Fee Program are separate and distinct
from the expenses charged by mutual funds and ETFs to their shareholders. You could invest in these
investments directly, without our services, but you would not receive the services we provide which are
designed, among other things, to assist you in determining which investments are most appropriate for your
financial situation and objective. You should review both the fees charged by the fund(s) and us to fully
understand the total fees to be paid. Security transactions fees for client-directed trades (trades requested by
you) may be charged back to you. Investment advisory services may cost more, or less, if provided by another
investment advisor.

Mutual Fund Share Class Selection
Generally, funds offer multiple share classes available for investment based upon certain eligibility and/or
purchase agreements. For example, in addition to retail share classes, such as A shares, funds may also offer
institutional share classes or other share classes that are specifically designed for purchase by investors who
meet certain specified eligibility criteria, including whether an account meets certain minimum dollar amount
thresholds or is enrolled in an eligible fee-based investment advisory program. Institutional share classes
usually have a lower expense ratio than other share classes.

                                                                                Wellspring Wealth Management, LLC

Some of our IARs who are dually licensed as Registered Representatives of LPL Financial have a financial
incentive to recommend or select share classes that have a 12b-1 fee because such share classes generally
result in higher compensation. We have taken steps to minimize this conflict of interest by not receiving 12b-
1 fees from LPL Financial on mutual funds owned in advisory accounts. All 12b-1 fees incurred by client
accounts are retained by LPL as the qualified custodian. 12b-1 fees are typically used to cover marketing
expenses and shareholder services, such as support services provided by LPL to offer their platform as well as
other expenses such as legal, accounting, and administrative service provided by LPL for firms to utilize.
The more beneficial share class depends on an analysis of all fees including ticket charges and expected 12b-1
...

Item 7 – Types of Clients
We provide advisory services to individuals, families, trusts, and estates. Services may extend to entities
related to you, such as business entities, partnerships, charitable organizations, and retirement accounts. Your
relationship may vary in scope and length of service. A minimum household (related accounts together) value
of $1,000,000 generally is required for advisory services. If a prospective client does not meet our advisory
minimums, we may decline an advisory relationship and/or recommend a brokerage relationship with a
prospective client.
Refer to the third-party program disclosure document for information on minimum account size
requirements or any other conditions for managing an account.

                                                                                Wellspring Wealth Management, LLC