Thayer Partners LLC

Item 5 – Fees and Compensation

The f ollowing paragraphs detail the f ee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor f or services described herein shall be required to enter into one or
more written agreements with the Advisor.

A. Fees for Advisory Services
Wealth Management Services
Wealth management f ees are paid quarterly, in advance of each calendar quarter, pursuant to the terms of the
wealth management agreement. Wealth management f ees are based on the market value of assets under
management at the end of the prior calendar quarter. Wealth management f ees range f rom 0.50% to 1.50%
annually based on several f actors, including: the complexity of the services to be provided, the level of assets to
be managed, and the overall relationship with the Advisor. Relationships with multiple objectives, specif ic
reporting requirements, portf olio restrictions and other complexities may be charged a higher f ee.

Thayer has instituted an investment advisory f ee dollar amount minimum of $5,000 per annum, which shall be

charged, in advance, in the amount of $1,250 on quarterly basis until or unless the value of the client’s
separately managed account (“SMA”) assets reaches $500,000. Upon reaching the $500,000 in SMA assets,
the standard investment management f ees described in this brochure will be applicable. In this regard, Thayer
does not impose a minimum dollar amount in SMA account assets but, as noted, will impose the annual
minimum dollar amount on SMA accounts of less than $500,000 per its existing investment manage ment
agreements.

Thayer, moreover, has implemented a policy regarding the billing of multiple client accounts where if the
benef icial owner is same or related person, the Firm maintains a breakpoint discount under its f ee schedule
which results in the overall f ee assessment being charged at the f ee rate f or the aggregate or combined level of
assets under management. Under our practice, the breakpoint discount will be available to existing and new
clients that are members of the same household including parents, children, and grandparents. In addition,
Thayer may, as a courtesy to client(s), determine whether to accept assets where the investor acquired the
position(s) prior to their onboarding at our Firm (or “Legacy Assets”). In doing so, Thayer will generally not
include such Legacy Assets in our advisory services as managed assets nor encompass in the billing of the
account(s) managed by our Firm. Legacy Assets may be subject to third party f ees, including custodian charges
or independent and unaf f iliated investment managers.

The wealth management f ee in the f irst quarter of service is prorated from the inception date of the account[s] to the
end of the f irst quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s f ees will take into
consideration the aggregate assets under management with the Advisor. All securities held in accounts managed
by Thayer Partners will be independently valued by the Custodian. The Advisor will conduct periodic reviews of
the Custodian’s valuations.

The Advisor’s f ee is exclusive of , and in addition to, any applicable securities transaction and custody f ees and
other related costs and expenses described in Item 5C. below, which may be incurred by the Client. However, the
Advisor shall not receive any portion of these commissions, f ees, and costs.

Use of Independent Managers
As noted in Item 4, the Advisor will implement all or a portion of a Client’s investment portf olio utilizing one or
more Independent Managers. To eliminate any conf lict of interest, the Advisor does not earn any compensation
f rom an Independent Manager. The Advisor will only earn its investment advisory f ee as described above.
Independent Managers typically do not of f er any f ee discounts but may have a breakpoint schedule which will
reduce the f ee with an increased level of assets placed under management with an Independent Manager. The
terms of such f ee arrangements are included in the Independent Manager’s disclosure brochure and applicable
contract[s] with the Independent Manager. The total blended f ee, including the Advisor’s f ee and the Independent
Manager’s f ee, will not exceed 2.00% annually.

Retirement Plan Advisory Services
Fees f or retirement plan advisory services are charged an annual asset-based f ee of up to 0.50% or a f ixed f ee
ranging f rom $3,000 to $35,000 and are billed quarterly, at the end of each calendar quarter, pursuant to the terms
of the retirement plan advisory agreement. Retirement plan advisory f ees are based on the market value of assets
under management at the end of the prior calendar quarter. Fees may be negotiable depending on the size and
complexity of the Plan.

Business Advisory Services
Fees f or business advisory services are charged a f ixed monthly f ee, ranging f rom $1,250 to $6,250 per month.
Clients will be invoiced in advance of each month f or the duration of the engagement period, pursuant to the
terms of the business advisory services agreement.

Financial Planning
At Thayer’s discretion, clients and/or prospective investors may be charged a f ixed annual consulting f ee to
provide tax planning, f inancial planning and estate planning reviews.

B. Fee Billing
Wealth Management Services
Wealth management f ees are calculated by the Advisor or its delegate and deducted f rom the Client’s account[s] at
the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the f ees to be deducted
f rom the Client’s account[s] at the beginning of the respective quarter. The amount due is calculated by applying the
quarterly rate (annual rate divided by 4) to the total assets under management with Thayer at the end of the prior
quarter. Clients will be provided with a statement, at least quarterly, f rom the Custodian ref lecting deduction of the
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Item 7 – Types of Clients

Thayer of f ers investment advisory services to individuals, high net worth individuals, trusts, estates, and other
business entities, investment advisors, and retirement plans. Thayer generally does not impose a minimum
relationship size; however, Thayer does assess a minimum advisory f ee dollar amount f or SMA investors with
less than $500,000 in assets managed by our Firm. For more inf ormation, ref er to item # 5 above.