Aristotle Capital Management LLC

Item 5 – Fees and Compensation

Advisory Contracts and Fees

5. A. Adviser Compensation

Aristotle Capital’s fees are described generally below and detailed in each client’s advisory
agreement or applicable account documents as well as, with respect to the private fund, in the private
fund’s governing documents. Fees for services may be negotiated with each client on an individual
basis. Aristotle Capital may group multiple accounts of a client (or group of related clients) together
for fee billing purposes.

Fees may change over time and, as discussed below, different fee schedules may apply to different
types of clients, strategies and advisory arrangements. Under certain circumstances, fees may be
negotiated on a basis different from Aristotle Capital’s stated fee schedules. In such cases, Aristotle
Capital reserves the right to waive or reduce the fees charged to a particular client in its sole and
absolute discretion.

An affiliate of Aristotle Capital acts as general partner to a domestic private fund that is closed to new
investors. Fees paid by the private fund are described to investors, in detail, in the private fund’s

governing documents. The private fund’s fees include management fees based on a percentage of
assets under management.

Fee Schedules

SEPARATELY MANAGED ACCOUNTS AND PRIVATE FUND
Aristotle Capital's annual management fee for separately managed accounts and the private fund
range from 0.30% – 1.00% on assets under management. Aristotle Capital’s advisory fees are subject
to negotiated agreements with clients and are determined according to a number of factors including
but not limited to account size, investment strategy, and cost incurred by Aristotle Capital in
managing such accounts. Aristotle Capital also earns a performance-based fee for certain institutional
separately managed accounts.

MUTUAL FUNDS
Aristotle Capital serves as a sub-adviser to mutual funds, including mutual funds offered through the
Aristotle Funds Series Trust. The sub-advisory fee ranges are stated in the sub-advisory agreements.
Investors should refer to a current copy of the fund prospectus for the most updated information
about the mutual fund fees. Aristotle Capital clients may receive, at no additional charge, advice from
Aristotle Capital with respect to the allocation of their assets among mutual funds. Although there is
no separate or additional charge for this service, as discussed further in Item 5.C, below, Aristotle
Capital clients who invest in the mutual funds bear their proportionate shares of each mutual fund’s
fees and expenses, including their pro rata share of Aristotle Capital’s advisory fees.

WRAP AND MODEL DELIVERY PROGRAM FEES
For wrap and model delivery program services, the client will pay the manager for its services and
for the services of Aristotle Capital on a quarterly or monthly basis in advance or arrears according
to a negotiated fee schedule. The agreement may be terminated at any time at the written request of
either the client, manager or Aristotle Capital and according to the terms of the contract, in which
case a pro-rated refund will be made. Generally, the fee to the manager for wrap and model delivery
accounts ranges from 1% – 3% per annum of assets under management. From the fee paid to the
wrap or model delivery program manager, we receive between 0.25% - 0.50% per annum
on assets allocated to Aristotle Capital. Most managers collect the entire fee and pay the advisory
portion due to Aristotle Capital after collecting such fees.

COLLECTIVE INVESTMENT TRUST FEES
Aristotle Capital manages CIT vehicles and the management fee, referred to as the trustee fee, is
disclosed in the Aristotle Collective Trust Disclosure Memorandum. The trustee fee varies based on
the fund and the share class and Aristotle Capital is compensated a portion fee as the adviser’s fee.
Investors should refer to a current copy of the Aristotle Collective Trust Disclosure Memorandum for
the most updated information about the CIT trustee fees and eligibility requirements for the various
share classes.

GENERAL INFORMATION
Termination of the Advisory Relationship: An advisory agreement may be terminated according to
the terms of the contract and written notice by either party. Upon termination, fees will be prorated to
the date of termination. If any fees are prepaid, unearned fees will be promptly refunded.

Other Advisory Fee Arrangements

Performance-based Fees: Aristotle Capital may enter into performance-based fee arrangements
with some institutional clients. Aristotle Capital may waive all or any portion of the performance-
based fee with respect to any client. Any performance-based fees charged by Aristotle Capital will be
in compliance with Rule 205-3 under the Investment Advisers Act of 1940, as amended (“Advisers
Act”), unless that rule is inapplicable by reason of Advisers Act Section 205(b) or interpretive
positions of the staff of the U.S. Securities and Exchange Commission (“SEC”). Accounts participating
in a performance-based fee arrangement may pay Aristotle Capital more compensation when
compared to standard fee rates. Performance-based fee arrangements may not be available for all
clients and must be approved by Aristotle Capital on a case-by-case basis.

Limited Negotiability of Advisory Fees: Although Aristotle Capital has established the
aforementioned fee schedule(s), we retain the sole discretion to negotiate alternative fees on a client-
by-client basis. Client facts, circumstances and needs are considered in determining the fee schedule.
These include the complexity of the client, assets to be placed under management, anticipated future
additional assets, related accounts, portfolio style, account composition, and reports, among other
factors. The specific annual fee schedule is identified in the contract between Aristotle Capital and
each client.

5. B. Direct Billing of Advisory Fees
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Item 7 – Types of Clients

Aristotle Capital serves as a discretionary investment adviser to institutional and retail separate
account clients, as a discretionary investment adviser to registered investment companies (“mutual
funds”), for a privately placed pooled investment vehicle (“private fund”) organized as a domestic
limited partnership, and as investment adviser to collective investment trusts.

Separately Managed Accounts (including Wrap Accounts)
Aristotle Capital provides investment advisory services to individuals, charitable and taxable trusts,
pensions, pooled accounts, foundations, Taft-Hartley, public companies, sub-advised funds and
corporations. The minimum amount required to establish and maintain an institutional separately
managed account is generally $10,000,000. Generally, the minimum account size for wrap programs
is $100,000, but may be higher. Aristotle Capital reserves the right, in its sole discretion, to reduce
the minimum requirement for certain accounts under certain circumstances.

Private Fund
Aristotle Capital also provides discretionary advice to a private fund. Specific procedures and
restrictions apply to withdrawals from, and terminations of an investor’s position in a private fund,
as described the private fund’s governing documents. The private fund required a minimum initial
investment of $1,000,000, but the private fund is now closed to new investors. Minimum redemption
amounts and minimum capital account size may apply in the event of a partial withdrawal. An
investor also may be required to redeem all or part of its interest in a private fund upon provision of

 Limited exceptions were made to the model delivery rotation policy prior to January 1, 2023 for programs that
met specific trading criteria.

reasonable notice. However, Aristotle Capital reserves the right, in its sole discretion, to reduce the
minimum requirements under certain circumstances.

Mutual Funds
In sub-advising mutual funds, Aristotle Capital is subject to the supervision and direction of the
respective fund’s Board of Trustees. Each mutual fund’s strategy objectives, fees and investment
minimums are outlined in each fund’s prospectus.

Model Delivery Accounts
For model delivery program accounts, Aristotle Capital provides a model to the manager and the
manager effects transactions in the client accounts. Generally, the minimum account size for model
delivery programs is not disclosed to Aristotle Capital.

Collective Investment Trusts
Aristotle Capital serves as the investment adviser to the Aristotle Value Equity Collective Trust, the
Aristotle International Equity Collective Trust and the Aristotle Global Equity Collective Trust, all
“bank collective trusts” within the meaning of the Internal Revenue Service Revenue Ruling 81-100,
as amended, which are exempt from registration under the Investment Company Act of 1940. The
funds offered in the Aristotle Value Equity Collective Trust, Aristotle International Equity Collective
Trust and Aristotle Global Equity Collective Trust mirror certain other portfolios offered by Aristotle
Capital. The portfolios are maintained and managed by SEI Trust Company, the trustee, based on the
investment advice of Aristotle Capital, the trust investment adviser. The presentation of information
in this brochure relating to the Aristotle Value Equity Collective Trust, Aristotle International Equity
Collective Trust and Aristotle Global Equity Collective Trust is not intended to act as an offer or
solicitation to invest.

Grandfathering of Account Requirements: Pre-existing advisory clients are subject to Aristotle
Capital’s minimum account requirements and advisory fees in effect at the time the client entered
into the advisory relationship. Therefore, our firm's minimum account requirements and fees will
differ among clients.