Prudent Management Associates

Item 5 – Fees and Compensation

Prudent Management Associates’ management fee is payable quarterly in advance and is
based upon a percentage of the market value of assets under management on the last
business day of the previous quarter. In some cases, the market value on which fees are
calculated will differ from the value reflected on the custodial statement because PMA’s
market value includes dividends posted on the last day of a month, whereas the custodian
may post such dividends at the beginning of the subsequent month.

PMA typically deducts management fees from client assets, but when requested, will send
an invoice to clients for its services instead.

PMA’s basic fee schedule is as follows:

       .75% on the first $ 1 million of managed assets
       .65% on the next $ 4 million
       .50% of any amount thereafter

PMA generally requires clients to have a minimum of $1 million in investible assets under
PMA’s management.

PMA has relaxed the minimum requirement under certain circumstances, but always in
PMA’s discretion. PMA also in its sole discretion sometimes agrees to lower fees based on
certain criteria. These criteria include, but are not limited to, whether the client is a charitable
institution, account size, anticipated future earning capacity, anticipated future additional
assets, related accounts and account composition. Clients currently pay a range of fees that
differ from the fee schedule.

PMA also, in its sole discretion and in narrowly defined circumstances, offers consulting
services for a flat fee regarding investment accounts that clients manage themselves. In
such cases, PMA does not have ongoing responsibility to select or make recommendations
based on the clients' needs as to specific securities or other investments in such accounts. If
a consulting client accepts PMA's investment recommendations, the client is responsible for
arranging or effecting the purchase or sale of the subject securities.

       Other Fees and Expenses

In addition to PMA’s advisory fee, clients also pay fees to custodians for the maintenance of
portfolio assets. The fee is not included as part of PMA’s bills to clients. For PMA clients the
custodian is an entity owned by Fidelity Investments which charges a quarterly asset-based

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fee on most, but not all, mutual funds PMA selects for clients. At the time of this brochure
update, Fidelity’s maximum custody fee is 3.75 bps (.0375%) annually.

PMA clients also bear a proportionate share of the operating expenses of the no-load mutual
funds in their portfolios. Mutual fund expenses are netted out of the funds’ returns and do not
result in a deduction from the client account. As of December 31, 2025, the average asset
weighted expenses of all funds in PMA portfolios was 21 basis points (.21%). From time to
time fund families introduce new share classes with lower expense ratios. While PMA
endeavors to optimize its clients’ investment returns, it does not guarantee the clients will be
in the lowest-expense share class at all times. In some cases, investment in lower-cost
share classes is restricted by the fund or the custodian.

Clients may also incur fees related to wire transfers, but these fees are generally rare and
insignificant.

The Investment Advisory Agreement between PMA and the client may be terminated by
either party upon thirty days’ written notice. Upon termination, PMA shall refund to the client
the pro-rated remaining balance (if any) of the client’s quarterly investment management fee.

      No Additional Compensation to PMA

PMA is an independent firm with no allegiances to any mutual fund family. PMA has no
compensatory arrangement with any mutual fund family that would cause us to direct a
client’s assets to a particular fund family. PMA is not compensated by any fund manager with
which it does business nor does PMA receive 12b-1 fees. Since PMA invests only in mutual
funds and ETFs, it does not have to negotiate fees with broker-dealers. PMA has no soft
dollar arrangements.

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Item 7 – Types of Clients

Prudent Management Associates provides portfolio management services to high net worth
individuals, corporate pension and profit-sharing plans, charitable institutions, foundations,
and endowments.

When PMA provides investment advice regarding a client’s retirement plan account or
individual retirement account, PMA is a “fiduciary” as that term is defined under the
Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code.
While PMA will accept the management of a rollover retirement account at a client’s request,
PMA does not make specific investment recommendations about retirement accounts before
being engaged to exercise discretion over the retirement assets.

See Item 5 for information about minimum account requirements.

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