Confluence Investment Management LLC

Item 5 — Fees and Compensation
Subject to applicable laws and regulations, Confluence retains full authority to negotiate the fees it
charges to its clients for discretionary portfolio management and investment advisory services,
including “single- and dual-contract” agreements with Financial Institutions to provide such services to
the clients of such Financial Institutions as part of a UMA or Wrap Account arrangement, and to
registered investment companies. Confluence also retains authority to negotiate the fees it charges for
discretionary and non-discretionary investment advisory services, including agreements with Financial
Institutions in connection with direct, mutual fund, model portfolio programs, and UITs. Confluence’s
fees can be modified based upon the size of the account and the nature and level of services provided
by Confluence. Confluence offers certain clients, Financial Advisors, or Financial Institutions a fee
schedule that is lower than that of other comparable clients. Confluence fees for discretionary accounts
are based on a percentage of the value of the assets in the SMA for which Confluence is providing
services, and the specific percentage amount is based upon the investment strategy selected and the
amount of assets. Confluence fees for non-discretionary model portfolio recommendations are based
on a percentage of the value of the overall assets at the Financial Institution with respect to which
Confluence recommendations are made. Confluence retains full authority to negotiate the fees it
charges for discretionary and non-discretionary advisory services. Confluence personnel and family
pay reduced (as low as zero) management fees.

Confluence fees are generally payable quarterly in advance, but certain Sponsors and accounts are
billed in arrears as agreed between the client and Confluence, and clients authorize fees to be
deducted from their accounts by the Custodian, or by direct payment by the client. Confluence
advisory agreements generally can be terminated at any time by either party by giving 30 days’ written
notice of such termination to the other party. Upon termination of the advisory agreement, the fee
amount is generally prorated through the termination date and, for fees in advance, the difference is
refunded. For accounts in which Confluence calculates fees, the firm does not rebate fees for partial
withdrawals of monies from or bill fees for additions of monies to existing accounts during the billing
period. As described under Item 4—Advisory Business, Confluence sub-advises registered investment
funds for which it receives fees from the funds’ investment adviser for managing the investments. The
exchange-traded fund invests in business development companies (“BDCs”) and in real estate
investment trusts (“REITs”) that, in turn, receive management fees for managing portfolio investments
held by the BDCs or REITs. As such, the fund's direct fees and expenses, including the applicable
management fee to the fund’s investment adviser and to Confluence, as sub-adviser, coupled with the
compensation of the underlying managers of the BDCs and REITs, result in multiple levels of fees.
Additional details regarding the fees charged to an investor in any such fund can be found in the fund’s
prospectus and statement of additional information.

The following fee schedules are representative of fees for discretionary portfolio management and
investment advisory services only and do not include transaction or execution costs incurred by the
client. Clients incur certain charges imposed by custodians, brokers, third-party investment, and other
third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot

SEC File Number: 801-68723                                      Confluence Investment Management LLC | 8

Form ADV Part 2A: Firm Brochure                                                                                                                                  March 26, 2026

differentials, exchange fees, SEC fees, transfer taxes, wire transfer and electronic fund fees, and other
fees (including Wrap Account fees) and taxes on brokerage accounts and securities transactions.
Mutual funds and exchange-traded funds charge management fees and other expenses, which are
disclosed in a fund’s prospectus. Such charges, fees, and commissions are exclusive of and in addition
to Confluence’s fee, and Confluence shall not receive any portion of these commissions, fees, and
costs. In addition, there can be brokerage commissions, including step-out costs, which are described
below under Item 12 of this Brochure, titled Brokerage Practices. The Brokerage Practices section also
describes the factors that Confluence considers in selecting or recommending broker-dealers for client
transactions and determining the reasonableness of their compensation (e.g., commissions).

The standard fee schedule by strategy for discretionary SMA accounts offered through Financial
Advisors and to institutional clients is as follows:

Strategy                        All Cap Value                    Balanced IDEA 60/40          Asset Allocation       Global Equity Income          IDEA Plus             Small Cap Value
                               Equity Income                Balanced Large Cap Value 60/40     Fixed Income           Global Hard Assets              REIT             Value Opportunities
                            Select Equity Income          Balanced Select Equity Income 60/40   Target Date            Global Large Cap      Specialty Finance BDC      Emerging Markets
                              Large Cap Value                                                                      International Developed                         International Opportunities
                     Increasing Dividend Equity Account                                                          International Equity Income                          Small-Mid Cap Value
...

Item 7 — Types of Clients
Confluence provides portfolio management services to individuals (including high net worth
individuals) and entities such as financial institutions (on behalf of their clients), corporations and
corporate pension and profit-sharing plans, Taft-Hartley plans, other investment advisers (on behalf of
their clients), charitable institutions, foundations, endowments, municipalities, and registered
investment companies. Confluence generally requires Advisor Based accounts (which are generally
single-contract or dual-contract arrangements, including Wrap Account programs, offered through
Financial Institutions) to have a minimum account value of $100,000 ($200,000 in the case of Balanced

SEC File Number: 801-68723                                                                                            Confluence Investment Management LLC | 9

Form ADV Part 2A: Firm Brochure                                                           March 26, 2026

accounts and $50,000 for Asset Allocation strategies), and Institutional accounts to have a minimum
account value of $5 million.

Confluence allows firm personnel and their family members to maintain accounts that Confluence
manages. In addition, some Confluence personnel invest in the fund that Confluence sub-advises.
Confluence personnel can suggest a fund/strategy that Confluence sub-advises/manages to Financial
Advisors and certain clients. This presents a conflict of interest in that it creates an incentive for
Confluence to favor this funds/strategy over others as it receives fees and compensation.