Thryve Wealth Management LLC

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written
agreement with the Advisor.

A. Fees for Advisory Services
Wealth Management Services
Wealth management fees are paid quarterly in arrears pursuant to the terms of the wealth management agreement.
Wealth management fees are based on the average daily market value of portfolio assets under management during
the prior calendar quarter.

Wealth management fees range up to 1.50% annually based on several factors, including: the scope and 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, specific reporting requirements, portfolio restrictions and other complexities
may be charged a higher fee.

For direct-indexing Clients are subject to an additional fee of up to 0.30%. However, fees may be reduced based on
factors including total assets under management with the Advisor.

The wealth management fee for new accounts are prorated from the inception date of the account[s] to the end of the
first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into consideration
the aggregate assets under management with the Advisor. All securities held in accounts managed by Thryve will be
independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure
accurate billing.

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

Retirement Plan Advisory Services
Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.50% based on the
market value of assets under management at the end of the calendar quarter. Retirement plan advisory fees are
billed quarterly at the end of each calendar quarter. Fees may be negotiable depending on the size and complexity
of the Plan.

                                               Thryve Wealth Management LLC
                                         523 Chapala St, Ste. 2, Santa Barbara, CA 93101
                                            Phone: 805-451-2902* Fax:805-600-5128
                                           https://www.thryvewealthmanagement.com/

B. Fee Billing
Wealth Management Services
Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the
Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from
the Client’s account[s] at the end of each calendar quarter. The amount due is calculated by applying the applicable
annual fee (annual rate divided by 4) to the average daily market value of securities with Thryve during the prior quarter.
Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment
advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on the Custodian’s
brokerage statement as the Custodian does not assume this responsibility. Clients provide written authorization
permitting advisory fees to be deducted by Thryve to be paid directly from their account[s] held by the Custodian as part
of the investment advisory agreement and separate account forms provided by the Custodian.

Retirement Plan Advisory Services
Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the
Plan, depending on the terms of the retirement plan advisory agreement.

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than Thryve, in connection with investments
made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees
charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities
transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and
conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for mutual funds
and other types of investments. The fees charged by Thryve are separate and distinct from these custody and
execution fees.

In addition, all fees paid to Thryve for investment advisory services are separate and distinct from the expenses
charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in
each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds,
other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible
distribution fee. A Client may be able to invest in these products directly, without the services of Thryve, but would
not receive the services provided by Thryve which are designed, among other things, to assist the Client in
determining which products or services are most appropriate for each Client’s financial situation and objectives.
Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by Thryve to fully
understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information.

D. Advance Payment of Fees and Termination
Wealth Management Services
Thryve is compensated for its wealth management services at the end of each quarter after services are rendered.
Either party may terminate the wealth management agreement, at any time, by providing advance written notice to the
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Item 7 – Types of Clients

Thryve offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and
retirement plans. Thryve generally requires a minimum relationship size of $500,000 to effectively implement its
investment process. However, Thryve may waive this minimum at its sole discretion.