Thrive Wealth Management LLC

Item 5           Fees and Compensation

   A. INVESTMENT MANAGEMENT SERVICES
      Thrive’s annual investment advisory fee is paid quarterly in advance of each calendar
      quarter, under the terms and conditions of an Investment Management Agreement. The
      investment advisory fee is generally based on a percentage of the market value of client
      assets under management at the end of the preceding calendar quarter as valued by the
      client’s designated custodian. Asset-based fee calculations include the value of any
      accrued interest (but not accrued dividends or other earnings or income) and is
      unadjusted for deposits to or withdrawals from existing accounts that are made during
      the billing period. Unless otherwise agreed, in writing, asset-based fees are assessed
      according to the following tiered fee schedule:

Assets Under Management                                    Annual Fee
First $0 - $500,000                                        1.0%
Next $500,000 ($500,001 - $1,000,000)                      0.80%
Next $500,000 ($1,000,001 - $1,500,000)                    0.70%
Next $500,000 ($1,500,001 - $2,000,000)                    0.60%
Next $2,000,000 ($2,000,001 - $4,000,000)                  0.50%
Remaining Assets Exceeding $4,000,001                      0.40%

The fee for the first quarter of the client’s engagement will be prorated from the inception
date to the end of the first quarter. For existing clients who establish and fund a new
managed account during a billing quarter, a pro rata fee will similarly be applied to the
new account, based on the value of the deposited assets and prorated from the date of
deposit through the end of the billing quarter. Unless Thrive expressly agrees otherwise
in writing, account assets consisting of cash and cash equivalent positions are included in
the value of an account’s assets for purposes of calculating its asset-based fees. Clients
can advise Thrive not to maintain (or to limit the amount of) cash or cash equivalent
positions in their account. Thrive’s investment advisory fee is negotiable in limited
circumstances at Thrive’s sole discretion, depending upon objective and subjective
factors including but not limited to: the amount of assets to be managed; portfolio
composition; the scope and complexity of the engagement; the anticipated number of
meetings and servicing needs; related accounts; future earning capacity; anticipated
future additional assets; the professional rendering the service; prior or family
relationships with Thrive and its representatives, and negotiations with the client.
Likewise, Thrive may combine the account values of family members not living in the
same household to determine the applicable advisory fee. Combining account values may
increase the asset total and reduce the investment advisory fee based on the available
breakpoints in the fee schedule stated above. Certain legacy clients may have accepted
different pre-existing service offerings from Thrive and may therefore receive services
under different fee schedules than as set forth above. As a result of these factors, similarly
situated clients could pay different fees which correspondingly impact a client’s net
account performance. Moreover, the services to be provided by Thrive to any particular
client could be available from other advisers at lower fees, and certain clients may have
fees different than those specifically set forth above.

FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
Thrive’s financial planning and consulting fees are negotiable but can range from $1,000
to $100,000 on a fixed fee basis depending upon the scope and complexity of the services
or range from $200 to $500 per hour if engaged on an hourly rate basis. Before engaging
Thrive to provide financial planning and consulting services on a stand-alone separate fee
basis, clients are required to enter into a Financial Planning Agreement with Thrive setting
forth the terms and conditions of the engagement (including termination), describing the
scope of the services to be provided, and the portion of the fee that is due from the client
before Thrive will provide services.

RETIREMENT PLAN CONSULTING SERVICES
The terms and conditions of the retirement plan consulting engagement will be set forth
in a Pension Consulting Agreement between Thrive and the plan sponsor. Thrive’s

    negotiable advisory fee for these services ranges between .25% and 1% of the value of
    retirement plan assets, depending upon the scope of the engagement.

B. Clients will have Thrive’s advisory fees deducted from their custodial account. The
   applicable form of Thrive’s Agreement and the custodial/clearing agreement may
   authorize the custodian to debit the account for the amount of Thrive’s investment
   advisory fees and to directly remit the fee to Thrive in compliance with regulatory
   procedures. If Thrive bills the client directly, payment is due upon receipt of Thrive’s
   invoice. For investment management services, Thrive will deduct fees quarterly in
   advance, based upon the market value of the assets at the end of the preceding calendar
   quarter, as valued by the client’s designated custodian. For retirement plan consulting
   services, Thrive will bill quarterly in advance, based upon the market value of the plan
   assets at the end of the previous quarter, which is valued by the plan-designated
   custodian.

C. Unless the client directs otherwise or an individual client’s or a company retirement plan
   client’s circumstances require, Thrive generally recommends that Charles Schwab and
   Co., Inc., and its affiliates (“Schwab”) serve as the broker-dealer/custodian for client
   investment management assets. Broker-dealers charge transaction fees for executing
   certain securities transactions according to their fee schedule, and they or their affiliated
...

Item 7           Types of Clients

         Thrive’s clients generally include individuals, high net worth individuals, pension and
         profit sharing plans, charitable organizations, corporations or other businesses, trusts and
         estates. Thrive generally prefers to work with new clients seeking management of at least
         $500,000 in investment assets to provide investment management services. Thrive, in its
         sole discretion, may reduce its minimum asset preference based upon certain criteria (i.e.,
         anticipated future earning capacity, anticipated future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, negotiations with client,
         etc.).