Tricapital Wealth Management Inc

Item 5 – Fees and Compensation
TriCapital Wealth Management, Inc. currently offers the following types of advisory services:

   1. Asset Management
         a. Advisor Managed Asset Based Portfolio – wrap account
         b. Advisor Managed Transaction Based Portfolio – non-wrap
         c. Financial Planning Services

The specific manner in which TCWM charges fees is established in a client's written agreement
with TCWM. Asset Management fees are based on a percentage of assets under management
and calculated at an annual rate and billed in advance quarterly. Fees are based on the assets in
the account per the schedules below and may be negotiated in some instances.

Asset Management Fees

                   Advisor Managed Asset Based Portfolio (wrap account)
       Minimum Account Value     Maximum Account Value         Max Annual Fee
       $150,000                  $1,000,000                    1.25%
       $1,000,000+               $2,000,000                    1.00%
       $2,000,000+               $3,000,000                    0.85%
       $3,000,000+               N/A                           Negotiable

                   Advisor Managed Transaction Based Portfolio (non-wrap)
        Minimum Account Value      Maximum Account Value         Max Annual Fee
        $0                         $1,000,000                    1.10%
        $1,000,000+                $2,000,000                    0.85%
        $2,000,000+                $3,000,000                    0.60%
        $3,000,000+                N/A                           Negotiable

Clients are charged an all-inclusive “wrap fee” on Program Assets in the Advisor Managed Asset
Based Portfolio – wrap accounts that cover advisory, execution, custodial, and reporting services
on Eligible Assets. This type of account does have a minimum annual fee of $50.00 or 9 basis
points. TCWM will furnish you with an additional WMP wrap fee brochure from Osaic, which will
provide additional information on this program.

Fees paid to TCWM for the Advisor Managed Transaction Based Portfolio (non-wrap) accounts
are exclusive of custodial and transaction costs paid to account custodians, brokers, or other third
parties. The Client should review all fees charged by mutual funds, TCWM, and others to fully
understand the total amount of fees to be paid by the Client.

The Asset Management Fee compensates TCWM for the asset management services and
investment advice and recommendations provided by TCWM. Osaic retains a portion of the
above fee for services provided to TCWM and TCWM's Clients.

The Client authorizes TCWM to deduct the management fees from the account in the client
agreement. The month following a fee deduction the Client will receive a statement indicating
the amounts disbursed from the account, including the amount of advisory fees paid to
TriCapital. The custodian of the account, not TriCapital, holds all customer assets. It is in the
Client's best interest to review the account statement to verify the accuracy of the computation
of fees and alert TriCapital immediately if there are any discrepancies. The custodian will not do
an independent verification of the accuracy of the computation of fees debited from the account.

You will pay a quarterly account fee, in advance, based upon the market value of the assets held
in your account as of the last business day of the preceding calendar quarter. Your account fees
are negotiable and will be debited from your account by our custodian. If you terminate your
participation in this program, you will be entitled to a pro-rata refund of any prepaid monthly or
quarterly fees based upon the number of days remaining in the month or quarter after the date
upon which the notice of termination is received.

Additions to the account may be made at any time. Flows over 10k in or out of an account will be
billed/refunded for the remaining days in the period.

TCWM recommends that clients establish brokerage accounts with National Financial Services,
LLC (NFS), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients' assets
to effect trades in their Asset Management accounts. All transaction fees will be borne by the
Client in non-wrap accounts and paid directly to NFS. Transaction fees paid to NFS will be debited
directly from the Client's account.

Either party may terminate the management agreement upon thirty days' written notice. Any
paid but unearned Asset Management fees will be promptly refunded to the Client on a prorated
basis in the event of termination.

Financial planning fees
TriCapital Wealth Management, Inc. will provide advice in the form of a Financial Plan. Clients
will receive a written financial plan, providing the Client with a detailed financial plan designed
to achieve their stated financial goals and objectives. Recommendations are not limited to
services provided by TCWM or its affiliates, nor is it limited to any other exclusive providers. Fees
for written financial plans typically begin at $2,000. Fees vary depending upon the complexity of
the Client's situation. Fees are negotiable and are agreed upon by the Client in advance.

Generally, the Client agrees to pay TriCapital half of the agreed-upon fee at the time of the signing
of the agreement with the balance due on completion of the services agreed upon. The Client
may cancel the agreement for the Financial Plan within five days of the initial agreement and
receive a full refund. In the event this agreement is terminated after the initial five business
daytime period, the Client agrees that TriCapital will have earned a pro-rata share of the total fee
described in the agreement, based on a percentage of the analysis performed. TCWM will furnish
the Client with a written evaluation and recommendations addressing the agreed-upon financial
planning topics within six months of entering the initial agreement.

General Fee Information
...

Item 7 – Types of Clients
TriCapital Wealth Management, Inc. provides portfolio management services to individuals,
corporations and business entities, pension and profit-sharing plans, charitable institutions,
foundations, endowments, estates, trusts, and other U.S. and international institutions.

TCWM requires a minimum balance of $150,000 to establish and maintain a wrap account.
Accounts valued below $50,000 will be placed in an non-wrap account. Minimum balances may
be negotiated but must be approved by the CCO. Operational and procedural guidelines are
outlined in the advisory contracts for each account executed prior to any trading activity. A
contract and trading authorization signed by the Client are required prior to trading in these
accounts.