Bragg Financial Advisors Inc

Item 5: Fees and Compensation
                                                                        Total            Total Asset         Annual Fee
Managed Account Program Advisory Fees                                  Quarterly    =     Value in     x     Percentage
The Managed Account Program is a fee-based program in                    Fee              Account                4
which clients retain Bragg Financial Advisors to manage
a specific account or group of accounts owned by the             The advisory fee is payable quarterly in advance. The
client. This program is described in detail in the “Advisory     first payment is due and will be assessed within ten days
Business” section (Item 4) of this document.                     following the end of the quarter following execution of the
                                                                 Discretionary Managed Account Agreement and will be
The annualized fee for the Managed Account Program will          assessed pro rata in the event this Agreement is executed
be charged as a percentage of assets under management,           at any time other than the first day of the calendar quarter.
according to the following schedule:                             Subsequent payments will be assessed quarterly based on
                                                                 the value of the Account assets as of the close of business
                                                                 on the last business day of the preceding quarter as valued
Managed Account Program
                                                                 in good faith by a reliable pricing service. If assets are
     Assets Under Management            Annual Fee               deposited (withdrawn) after the inception of a quarter, the
                                                                 fee chargeable (refundable) with respect to such assets as
         First $5 Million                   .85%
                                                                 of the next calculation date will be prorated based on the
         Next $5 Million                    .70%                 number of days during the quarter the assets were held in
         Next $10 Million                   .60%                 the Account. There will be no fee adjustments for Deposits/
                                                                 Withdrawals resulting in fee modifications of less than
         Over $20 Million	                  .50%
                                                                 $50.00. For valuation purposes the assets will be treated
                                                                 as if they were held in the Account as of the end of the
The Managed Account Program will have a minimum annual           quarter. Any subsequent modification to the Discretionary
advisory fee of $20,000 for new clients as of April 1, 2023.     Managed Account Agreement agreed to in writing by client
Existing clients will not be subject to the above fee schedule   and Advisor will become effective on the first day of the
or the minimum annual advisory fee.                              quarter following the signing of the Agreement.

                                                            — 7 —

The Firm Brochure
Form ADV Part 2A \\ February 19, 2026

The quarterly investment advisory fee will be calculated            the schedule listed here and among clients for various
as one fourth (1/4) of the annual fee as stated in the              reasons including but not limited to the circumstances
Discretionary Managed Account Agreement. Client will                listed above.
receive a billing statement showing the applicable billing
rate, the value of assets in the account at the time the fee        Discounts, not generally available to our advisory clients,
was calculated, and the amount of the fee as well as any            may be offered to family members and friends of associated
pro rata adjustments for additions or withdrawals from the          persons of our firm.
account for the previous quarter.
                                                                    Grandfathering of Fees: The fee scheduled listed above
The Discretionary Managed Account Agreement will                    will generally be applicable for all new clients contracting
continue in effect until terminated by either party. Either         for advisory services with Bragg. This schedule may differ
party may terminate the Agreement at any time by giving             from the fee schedule in place for some existing clients and
thirty (30) days signed written notice to the other party.          there is no requirement that existing clients contract for
                                                                    services at the rates listed above.
In the event that either party terminates the Discretionary
Managed Account Agreement, any fees will be prorated                Waivers of Advisory Fees for Certain Assets Invested in
to the date of termination and client will be refunded              the Managed Account Program: Any portion of a client
any unearned portion of those fees. Termination of                  account that is invested in shares of the FPA Queens Road
the Agreement will not affect the validity of any action            Funds will be excluded from our Quarterly Advisory Fee
previously taken by Bragg, any liabilities or obligations of        calculation described above. As disclosed in the “Advisory
the parties for transactions initiated before termination; or       Business” section (Item 4) of this document, Bragg Financial
the client’s obligation to pay and Bragg’s right to retain fees     Advisors serves as a sub-advisor to the FPA Queens
for services rendered under the Agreement.                          Road Funds and is compensated by the FPA Queens
...

Item 7: Types of Clients
client and to thereby evaluate the advisory services being       Bragg provides advisory services to the following types of
provided.                                                        clients:

                                                                  ƒ	 Individuals (other than high-net-worth individuals)
Independent Manager Fees: For certain clients who have
                                                                  ƒ	 High-net-worth individuals
an independent manager managing some or all of their
                                                                  ƒ	 Investment companies (including mutual funds)
portfolio, such independent manager will deduct advisory
                                                                  ƒ	 Charitable organizations
fees directly from the client’s account in accordance with
                                                                  ƒ	 Corporations or other businesses
the Independent Manager’s Form ADV Part 2A and as
disclosed and acknowledged in writing by the client. Bragg
does not receive a portion of these fees.                        Item 8: Methods of Analysis, Investment
                                                                 Strategies and Risk of Loss
Additional Fees and Expenses: In addition to our advisory        We use the following methods of analysis in formulating our
fees, clients are responsible for the fees and expenses          investment advice and/or managing client assets:
charged by their broker/dealer or custody firm, including,
but not limited to, any transaction charges imposed by the       Fundamental Analysis: We attempt to measure the intrinsic
broker/dealer when Advisor effects transactions for the          value of a security by looking at economic and financial
client’s account(s). An example of this would be a transaction   factors (including the overall economy, industry conditions,
fee charged when a trade is made in a client account.            and the financial condition and management of the
                                                                 company itself) to determine if the company is underpriced
IF APPLICABLE—Grandfathering of Minimum Account                  (indicating it may be a good time to buy) or overpriced
Requirements: The minimum account size required to               (indicating it may be time to sell).
become a client of Advisor has increased over time. In
certain cases, existing clients of Advisor may not meet          Fundamental analysis does not attempt to anticipate broad
current minimum account size requirements but will remain        stock market movements. This presents a potential risk, as
clients due to grandfathering.                                   the price of a security can move up or down along with
                                                                 the overall market regardless of the economic and financial
Advisory Fees in General: Clients should note that similar       factors considered in evaluating the stock.
advisory services may (or may not) be available from other
registered (or unregistered) investment advisors for similar     Risks for all forms of analysis: Our securities analysis
or lower fees.                                                   methods rely on the assumption that the companies whose
                                                                 securities we purchase and sell, the rating agencies that
Limited Prepayment of Fees: Under no circumstances do            review these securities, and other publicly available
we require or solicit payment of fees in excess of $1,200        sources of information about these securities are providing
more than six months in advance of services rendered.            accurate and thorough and unbiased data. While we are
                                                                 alert to indications that data may be incorrect, there is
Best Execution: Bragg Financial Advisors performs best           always a risk that our analysis may be compromised by
execution testing for securities transactions monthly. The       inaccurate or misleading information.
testing is designed to ensure that Bragg has a reasonable
basis to believe that clients are receiving the best execution
on their securities transactions. If you have any questions      Investment Strategies
regarding best execution testing please call (704) 377-0261      Our Investment Portfolio utilized within the Managed
and ask for the Chief Compliance Officer.                        Account Program is characterized by the following
                                                                 descriptions.

                                                            — 9 —

The Firm Brochure
Form ADV Part 2A \\ February 19, 2026

Broad Diversification by Asset Class and Market Sector:          Risks
Emphasis is placed on broad exposure to asset classes
                                                                 It is important to note that investing in securities involves
such as Large Cap US Equities, Small Cap US Equities,
                                                                 certain risks that are borne by the investor. Our investment
Foreign Equities, Investment Grade Corporate Bonds,
                                                                 approach constantly keeps the risk of loss in mind. These
Government Bonds, etc. In addition, emphasis is placed on
                                                                 risks include, but are not limited to:
diversification by market sector or industry including, but
not limited to, technology, healthcare, financial, consumer
discretionary, utilities, consumer staples, real estate, basic   Artificial Intelligence (AI) Risk: Recent technological
materials, communications and energy. While shares of            advances in generative AI and machine learning
...