Buckhead Capital Management LLC

Item 5 – Fees and Compensation

Management Fee

Buckhead Capital generally receives a management fee (“Management Fee”) as described
below. The Management Fee is paid in arrears and is based on the market value of cash and
securities in a client’s account(s) at the end of each quarter. Buckhead Capital may provide
financial planning services at no additional fee to investment advisory clients. For individuals
or families who desire financial planning services without investment advisory services,
Buckhead Capital will provide such services for a mutually agreeable fee. The amount of such
fee will depend upon the scope and expected complexity of the engagement and will be agreed
upon in writing before the delivery of any services.

The specific manner in which fees are charged by and paid to Buckhead Capital is established
in the client’s written agreement with the Firm.

  Separately Managed Accounts
  Fixed Income Accounts

    Intermediate & Core Fixed Income
    .45% of market value on the first $10 million, .30% of the market value on the next
    $40 million, . 18% of market value on the next $50 million, and .14% of the
    market value of the remaining portfolio.

    The minimum account size is $5,000,000.

    Short Duration Fixed Income
    .25% of market value on the first $10 million, .20% of the market value on the next $40
    million, .15% of market value on the next $50 million, and .10% on the market value of the
    remaining portfolio.

    The minimum account size is $5,000,000.

  Value Equity, Diversified Value, and Balanced Accounts

    1.00% of market value on the first $2.5 million, .75% of market value on the next $2.5
    million, .65% of market value on the next $5 million, and .50% of the market value on the
    remaining assets.

    The minimum account size is $1,000,000.

  Separately managed account clients may elect to be billed directly for fees or to authorize the

Firm to debit fees from client accounts. If separately managed account clients elect to
authorize the Firm to debit fees from their accounts, clients should review the billing invoice
to verify the fee calculation and the corresponding debit as reflected in the account statement
provided by their custodian.
Unless otherwise provided in an investment advisory contract, Buckhead Capital is usually
responsible for calculating the fees owed by a client. Buckhead Capital will calculate the
billable assets for which Buckhead Capital has investment discretion according to its internal
accounting system.
Buckhead Capital factors in portfolio transactions that have been executed but not settled
when calculating an account’s value. Due to these portfolio activities, a client account’s value
calculated by Buckhead Capital’s accounting system might not match the account’s value
reported by the client’s custodian. When the time between a transaction’s execution and its
settlement at the custodian spans the end of a quarter, and Buckhead Capital is responsible
for calculating the account value, Buckhead Capital will calculate fees based on the value
reflected in its accounting systems.

Management fees and minimum account size are negotiable. Accounts of immediate family
members and accounts controlled by the same client are normally combined for the purpose
of computing the fee and the resulting fee is pro-rated across the accounts.

Wrap Fee Programs
Wrap fee program sponsors select investment advisers to provide their clients with
investment advisory services. In addition, wrap fee sponsors provide additional services to
their clients including, but not limited to, assistance with the selection of one or more
investment advisers, asset allocation advice, execution of portfolio transactions (free of
commissions), custodial services, trade confirmation and periodic reporting, continuing
evaluation of investment performance, and consultation on the clients’ investment objectives
and suitability.

Clients in wrap fee programs rely on their wrap fee sponsor to select investment advisers for
the sponsor’s program. This selection process is administered by the wrap sponsor.
Buckhead Capital relies on the wrap fee sponsor to determine the suitability of Buckhead
Capital’s investment services for the client in the wrap fee program.

When Buckhead Capital serves as a wrap adviser, it contracts with the wrap sponsor for its
services rather than with the clients of the wrap sponsor. The wrap sponsor is responsible
to provide additional services to the client as mentioned above. The management fees
payable to Buckhead Capital are typically lower than those paid by non- wrap fee clients to
Buckhead Capital because some of the services that Buckhead Capital would otherwise
provide are provided instead by the wrap fee program sponsor.

Buckhead Capital’s fee for being an investment adviser in a sponsor’s wrap fee program is

included in the wrap fee that the client pays the sponsor. The fees paid to Buckhead Capital
generally range from 0.25% to 0.75% per annum of the market value of the client’s account.

Please refer to the Company’s Form ADV Part 1 for a list of wrap fee programs in which
Buckhead Capital participates. Buckhead Capital does not sponsor any wrap fee programs.

Model Portfolio Programs

Buckhead Capital provides model portfolios for clients and receives a fee from those clients
based on the amount of assets invested in the model portfolio. Generally, these clients are
third-party investment advisers (“TPIA”) that may utilize the model portfolios in connection
with the advisory services that the TPIA provides to their respective clients. These TPIAs
make their own independent decision whether and when to effect transactions for their
clients with respect to the Company’s model portfolio recommendations. Buckhead Capital
does not have any relationship with or knowledge of the TPIAs’ clients.

Model portfolio program fees generally range from 0.20% to 0.75% per annum of the market
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Item 7 – Types of Clients

Buckhead Capital’s clients generally include individuals, trusts, estates, charitable
organizations and endowments, professional and religious organizations, corporations and
other commercial entities, pension and profit-sharing plans, state or municipal government
entities, insurance companies, and registered investment advisors.

The Firm requires a minimum account size of $1 million, subject to negotiation.

Item 8 – Methods, Strategies and Risks

Buckhead Capital Management invests principally in traditional equity securities (common
and preferred stocks and equivalents) and fixed income securities. Buckhead Capital’s
principal equity portfolio strategies focus on mid cap equities and large cap equities.
Buckhead Capital’s principal fixed income strategy focuses on high quality government,
agency, corporate, mortgage, asset-backed and municipal debt securities.

Buckhead Capital offers both taxable and tax-free fixed income strategies.

In addition, the Company also may invest in mutual funds, exchange traded funds, and
publicly traded master limited partnerships, and in limited circumstances options on clients’
equity holdings.

Investment Methodology and Strategy
Research Process

With respect to equity strategies, Buckhead Capital performs bottom-up, fundamentally
focused analysis which seeks to identify securities that trade at attractive valuation multiples
relative to their expected long-term growth and have solid underlying business
fundamentals. Buckhead Capital attempts to identify key business drivers through an
assessment of the company’s business strategy and industry competitiveness. In assessing a
company, Buckhead Capital reviews both company-provided information and available
third-party research publications.

With respect to fixed income strategies, Buckhead Capital utilizes both a bottom-up and a
top-down approach to investing. Our research process begins by setting our macro-economic
outlook for the direction of the interest rates, changes in the shape of the yield curve, and
sector performance through an analysis of both the level and trend of the economic activity
both domestically and globally, inflation expectations, technical market factors, and outlook
for central bank policy changes. We then screen securities in targeted sectors to identify
securities which have strong and improving credit fundamentals and offer attractive relative
value. Before making a final purchase decision on any security, we perform a thorough
analysis to confirm the credit fundamentals, relative value, cash flow characteristics,
liquidity, and technical market factors related to the security meet the portfolio’s objectives.

Portfolio Construction

With r e s p e c t to equity strategies, portfolio construction is bottom-up, with certain

minimum and maximum sector constraints relative to the portfolio’s benchmark. Within a
particular investment strategy, Buckhead Capital invests across various industry sectors and
issuer capitalizations. Portfolio managers conduct regular reviews of portfolios to ensure
allocation of capital to the most attractive investments. Generally, an investment is sold when
the investment thesis is proven wrong, when the security is considered to be over-valued, or
when a more attractive investment is identified.

Our fixed income portfolio construction focuses on the four key components of fixed income
portfolio construction: duration management, yield curve positioning, sector rotation, and
security selection. We seek to add value and control risk in each component of the portfolio
construction process to deliver superior risk-adjusted returns through all phases of the
economic and interest rate cycles. Duration positioning is driven by the current inflation-
adjusted yields compared to historical levels, viewed in the context of current market
conditions and our expectations for the direction of rates moving forward. We position
maturities across the yield curve to benefit from changes in term structure. We implement a
ladder, bullet, or barbell structure based on our expectations for changes in shape of yield
curve. Sector allocation decisions are based on current valuations relative to the perceived
risk/return profile going forward, which is determined by the relative valuations, industry
and market trends, and our fundamental outlook. Sector allocations are managed within
internal risk controls and client directed limitations. In security selection, we seek to find
undervalued securities in the market, based on their level of risk and liquidity, with cash flow
characteristics that meet the portfolio’s objectives.

With respect to balanced accounts, Buckhead Capital generally establishes an asset allocation
range for equity and fixed income assets. Within those established guidelines, BCM may
tactically allocate assets between equity and fixed income securities based on the relative
valuation of those asset classes.

  Risk Management

  Portfolio managers regularly review client portfolios to ensure that the portfolio
  composition is a p p r o p r i a t e to the investment strategy and clients’ objectives.

Risks of Investments and Strategies Utilized

Investing in securities involves risk of loss that Clients should be prepared to bear.
Buckhead Capital’s investment approach constantly keeps the risk of loss in mind.
Investors may face the following investment risks:

General Investment and Trading Risks. Clients may invest in securities and other financial
instruments using strategies and investment techniques with significant risk characteristics. The
investment program utilizes such investment techniques as option transactions, margin
transactions, short sales, leverage, and derivatives trading, the use of which can, in certain
circumstances, maximize the adverse impact to which a Client may be subject.

Interest‐rate Risk. Fluctuations in interest rates may cause investment prices to fluctuate. For
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