Counterweight Ventures LLC

Item 5 – Fees and Compensation

Asset Management Fee Schedule
The minimum account opening balance is $1,000,000, which is negotiable based upon certain
circumstances and at the Adviser’s discretion. The fee charged is based upon the amount of money
invested. Multiple accounts of immediately related family members at the same mailing address will be
considered one consolidated account for billing purposes. Fees are charged monthly in advance.
Payments are due and will be assessed on the first day of each month, based on the previous ending
balance of the account(s) under management for the preceding month. The Adviser will not pro rate for
deposits and withdrawals in the account during the billing period. Fees will be calculated as follows:

                                            Tiered fee Schedule

                               AUM                                     Fee

                           0 to $500,000                              1.40%

                      $500,001 to $1,000,000                          1.10%

                      $1,000,001 to $3,000,000                        0.90%

                      $3,000,001 to $5,000,000                        0.80%

                     $5,000,001 to $10,000,000                        0.65%

                           $10,000,001 +                              0.50%

The fees shown above are annual fees and are negotiable based upon certain circumstances. No increase
in the annual fee shall be effective without prior written notification. Counterweight PW believes the
advisory fee is reasonable considering the fees charged by other investment advisers offering similar
services/programs. Our fees will not be based upon a share of capital gains or capital appreciation of the
funds or any portion of your funds.

Retirement Plan Services Fees
The standard fee schedules for the Non-Discretionary 3(21) Fiduciary Services Fiduciary Services programs
(the “Programs”) are as follows:

                                            Tiered fee Schedule

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                                AUM                                      Fee

                           0 to $5,000,000                              0.50%

                      $5,000,001 to $10,000,000                         0.35%

                     $10,000,001 to $25,000,000                         0.20%

                     $25,000,001 to $50,000,000                         0.12%

                    $50,000,001 to $100,000,000                         0.10%

                           $100,000,001 +                               0.05%

Advisory fees for the plan are paid to us by the plan, or directly from the plan sponsor, or in some cases a
combination of both. These fees are generally collected by the plan record keeper or vendor and paid
directly to our firm. For initial and subsequent years, the fee paid for our services will be up to .50% of
the assets under management. This fee includes services as an ERISA section 3(21) fiduciary with respect
to client’s plan.

The timing of fees paid is generally at the beginning of the upcoming month, based upon asset levels at
the end of the preceding month. Counterweight PW’s advisory agreement with each plan sponsor outlines
the timing of fees collected and the process of fee remittal to our firm.

Depending on the provider used, you will also incur fees related to your use of outside service providers
including third-party administrators and record keepers. The fee schedule for each outside service
provider varies dramatically from service provider to service provider. The service provider’s fees will also
vary from plan to plan as each plan’s structure and characteristics are different from the next.

We believe our services help plan sponsors and plan fiduciaries meet their fiduciary duty to the plan and
its participants. As a part of our services, we review the fees of service providers and the transparency of
their fees. We will assist the plan sponsors with a review of service providers including the third-party
administrator, daily record keeper, and custodian to ensure that their services, along with ours, remain
competitive with alternatives that are available.

Automatic Payment of Fee
The Client agrees to authorize the Custodian to pay directly to Counterweight PW upon receipt of notice,
the Account's investment advisory services fee. Fee withdrawals will occur no more frequently than
monthly from the Client's Account, unless specifically instructed otherwise by the Client.

The Custodian will send to the Client a statement, at least quarterly, indicating all amounts disbursed from
the Account, including the fee paid directly to Counterweight PW. Counterweight PW 's access to the
Assets of the Account will be limited to trading and the withdrawals authorized above.

Counterweight PW              ADV Part 2A             March 2026                Page 15 of 32

If you do not want us to charge your account for the fee, you can pay the fee directly to us. We will send
you an invoice detailing the fee calculation. Fees are due in full 15 days after receipt of the invoice.

ETF’s AND MUTUAL FUNDS

Third-party Fees
Our fees do not include brokerage commissions, transaction fees, and other related costs and expenses.
Please note that the use of third-party services providers used in the management of your portfolio
imposes fees in addition to the fees charged by the Adviser. These include fees charged by managers,
custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic
fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds,
money market funds and exchange-traded funds (ETFs) also charge internal management fees, which are
disclosed in the fund’s prospectus, which include, but are not limited to, a management fee, upfront sales
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