Shayne & Jacobs LLC

Fees and Compensation

A) How we are compensated for our services

We charge an annual advisory fee of up to 1% of assets under management, payable
quarterly, for new accounts. In effect, this is the maximum advisory fee. We may also
arrange with the client to charge separately for special services, although this happens
only infrequently.
If you are a prospective new client, our standard procedure is that we and you will agree,
prior to engagement, to a fee rate that is based on the assets under management. At the
same time, you and we normally will also agree to an allocation to stocks and stock funds
(“market exposure”), which is typically a range (for example, 55-70%). Generally, we
will charge a lower fee than the agreed-upon rate until the account becomes “fully
invested,” or in other words, until the market exposure reaches the allocation range. The
lower rate would be based on the market exposure on the last day of the quarter as a
percentage of the middle of the allocation range. However, this adjustment is
discretionary and may vary. In no cases will you be charged more than the agreed-upon
rate, and in no cases will the agreed-upon rate be more than 1% annually, payable
quarterly. We may vary from the foregoing norms as warranted, with your consent.
On August 11, 2023, when we were still called Shayne & Co., LLC, we combined with
Jacobs Investment Management, LLC. Clients with accounts in existence at the time of
the combination are currently billed in accordance with the pre-combination rates that
applied to their accounts:
Client formerly of Jacobs Investment Management, LLC prior to the combination in
August, 2023:
Fees for the company's services are payable quarterly in advance (or, in some cases,
based on client history, in arrears). Generally, the fee is 0.25% per quarter of the first

$5,000,000 under management plus 0.175% per quarter of assets above $5,000,000 but
below $10,000,000; plus 0.125% per quarter of assets above $10,000,000. In some cases,
we have an agreement in place with the client to charge at a different rate.

Clients whose accounts were managed by Shayne & Co., LLC prior to the combination in
August, 2023:
In effect, we waive some fees, relative to the 1% maximum, by lowering the billing rate
as follows: billing separately on each asset class as components of the total bill. These
are all annual rates, billed quarterly:
       1% on equities of operating companies
       0.35% on equity-oriented mutual funds and ETFs,
       0.25% on fixed-income-oriented mutual funds and ETFs, other than those with a
       mandate that requires a majority holding in U.S. Treasury debt
       A maximum of 0.5% on U.S. Treasuries, money market funds, and cash
       (“T/MMF/C”), including mutual funds or ETFs with a mandate that requires a
       majority holding in U.S. Treasury debt.
               The rate on T/MMF/C will be 0% until an account gets to 90% in equities
               or equity-oriented mutual funds and ETFs. Once the account gets to the
               90% threshold, the billing rate on T/MM/C becomes 0.5%, even if the
               account later goes below the 90% level. However, if the rate on the 6-
               month U.S. Treasury Bill is below 1.00% at time of, or within three
               months prior to, billing, we may or may not decide not to charge the 0.5%
               fee on T/MM/C.
Please note that whether you are a prospective new client, or an existing or pre-
combination client of either Jacobs Investment Management, LLC, or Shayne & Co.,
LLC, we may vary from our standard arrangements where warranted, in our judgment,
including by the client relationship and client history.
Any specific agreement with you with regard to fees will take precedence over the
foregoing.
To be clear, all of the foregoing fee-related practices result in an annual rate that is, at
most, 1%, billed quarterly, and this is true whether you were a pre-combination client of
either of our two predecessor firms, or are a prospective client now.
We also provide consultation-only, or in other words, non-discretionary investment
advisory services, for a negotiated fee. Generally, this approach will be appropriate only
in special circumstances.

B) How we bill for our fees

Our clients pay us a quarterly management fee. You may choose to pay by check or have
us deduct it from your account. We calculate quarterly fees on the ending value of your
account as of the previous quarter’s end. For example, fees for the third quarter (July 1 to
September 30) are calculated based on the value of your portfolio as of June 30, generally
excluding the value of any special assets. The quarterly invoice we send shows how we
calculate your fee.

When you pay our management fee by check, payment is due by the end of the quarter.
When you allow us to deduct fees directly from your account, we typically will do so
during the middle of the last month of the quarter (for example, for the third quarter, we
deduct fees around September 15).

We have a small number of accounts that have a history, through Jacobs Investment
Management, LLC, of being billed in arrears, rather than at the end of the quarter. These
are exceptions to our usual practices.

C) Other fees or expenses paid in connection with our advisory services

In addition to the advisory fee that clients pay us, clients also pay fees to others. These
consist primarily of brokerage firm fees, and fees charged by any mutual fund or
exchange-traded fund (together, “fund” or “funds”) that they hold.

For brokerage services, we typically use the institutional division of Charles Schwab &
Co., Inc.

Our investing generally uses individual securities, including common stocks and U.S.
Treasury debt, and funds. To the extent one or more funds are in your portfolio, your
investment return will be reduced by fees and expenses that a fund you hold charges.
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Types of Clients

We offer investment advice to individuals, pension and profit sharing plans, trusts,
charitable organizations, and businesses.

We generally prefer a dollar value of $1,000,000 to open an account for you. This figure
is negotiable and can vary depending on the client and our willingness at any time to
undertake new business. In some cases, we would impose no minimum.

Methods of Analysis, Investment Strategies, and Risk of Loss

A) Method of analysis and investment strategy used in formulating investment advice

We manage your portfolio with a long-term approach to investing. In some situations, we
might use other techniques, primarily shorter-term purchases and sales, but that is not our
focus. We follow a strategy of concentrating investments in a fewer number of securities
than is typical for most investment advisory firms. We believe this approach allows us to
focus on our best investment ideas, and that, over time, this approach is preferable to
holding a more diversified portfolio involving a large number of positions.

Your account will likely make some use of money market funds and/or bank deposits to
hold cash balances. Your account may also make use of mutual funds or exchange-traded
funds.

You might not be invested in the same securities as other clients. For example, we may
consider a security worth holding for a client who has already bought it, but determine
that the same security is not priced low enough in relation to our estimate of its intrinsic
worth to be an appropriate investment for a new client, or for new additions of capital by
existing clients. One outcome of this approach to investing is that newer clients often will
not hold some securities that older clients have bought and continue to hold.

You may have capital not invested in equities for a period of months or years during
times that we do not find equities we deem appropriate. We often hold U.S. Treasury
securities, or funds (which, again, refers here to both mutual funds and exchange-traded
fund) that hold fixed income instruments, when we are not finding stocks or other
investments we want to buy.

In cases in which clients wish to have total exposure to equities at all times, or wish to set
a floor on percentage of equity exposure, we can help establish a mandate for your
account to specify this. In some cases, however, and unless our written communications
with you specify otherwise, we will have the full range of discretion from 0 to 100% for
exposure to equities.

We analyze securities using fundamental methods to help us estimate the value of a
security. Sources we use are, depending on the situation, annual reports; prospectuses;
other filings with the SEC; financial newspapers and magazines; research services such
as Value Line, Bloomberg, and Morningstar; research materials prepared by others; and
company press releases. We also use artificial intelligence (AI) as an efficient way of
gathering data. This process of analyzing securities involves judgments, including about
which documents to read, and in what level of detail.

While we attempt to make our investing productive for you, investing in securities
inherently means taking the risk of loss, which you must be prepared to bear.

B) Risk involved in our investment strategy

Despite our belief in the long-term desirability of focusing capital in a relatively few
securities, concentration can expose your portfolio to greater company-specific and
industry-related risk. One or more particular investments could perform poorly. You
should consider the risk that greater concentration poses, weigh it against the possible
benefits (which are not guaranteed and may not occur), and seek investment advice
elsewhere if you prefer a more diversified approach.

All portfolios of stocks can suffer losses. Risk to equity investments can come from
declines in the value of the whole stock market, particular sectors, and individual
securities. Global, national, and regional risks, such as war, widespread disease,
cyberattack, or recession, can cause losses. Climate problems, supply chain disruptions,
and changes in currency values can do so, too. Industry-specific and company-specific
problems, such as changes in the nature of a business, or adverse legal or regulatory
developments, are further possible causes of loss.

Investments other than common stocks can also suffer losses. For example, fixed-income
instruments (such as bonds, notes, and bills) typically decline in value when interest rates
rise (and increase in value when rates decline). Also, the bonds of an issuer that suffers a
credit agency rating downgrade, or that cannot make scheduled payments, will generally
decline in price. Instruments such as mutual funds and exchange-traded funds are
generally more diversified, internally, than a single security, but this does not protect

against declines that affect broad sectors of the securities markets. This is true whether
these vehicles hold equities, bonds, or other types of securities. The value of an
investment in a mutual fund or exchange-traded fund will almost always decline if the
investments that the fund itself holds decline.

Inflation may erode the purchasing power of an investment. It is possible that an
investment that has returned a positive amount in nominal terms may not have kept up
with inflation, particularly after taxes, and thus could still have a negative “real”
(inflation-adjusted) return, or a return less than other investments, including index funds.

As described above in “Fees and Compensation -- How we are compensated for our
services,” we charge different fees on different assets to some or all accounts of clients
with a history that is from one of our predecessor firms, Shayne & Co., LLC. This creates
a conflict of interest, because in theory, this might lead us to buy, or not to sell, assets that
pay us more. We pride ourselves on always trying to do what is right for you, regardless
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