Southstate Private Capital Management LLC

Item 5 – Fees and Compensation
Methods of Compensation
SSPCM receives no compensation from the sale of securities or investment products recommended to
clients. Rather, SSPCM’s compensation is limited to its receipt of the client’s advisory fees. SSPCM typically
collects fees for advisory services by charging clients a percentage of the total value of assets under
management in all client accounts.
The market value of the assets shall be determined by third-party software utilized by SSPCM to aggregate
the values of the various holdings and accounts within the Portfolio based on data received from Client’s
qualified custodian or fund sponsor, as applicable. Fees are set forth in the client’s Investment Advisory
Agreement (“Agreement”) and are negotiated on a client-by-client basis. When negotiating fees, a variety of
factors will be considered by SSPCM, including, but not limited to: the services to be provided; the type of
client; asset classes to be utilized; pre-existing relationship (e.g. friends and family); the size of the account
(current or anticipated); and/or the existence of other related accounts and investments managed by SSPCM.
As a result of negotiating client fees, clients with similar assets have differing fee schedules and some existing
clients pay higher or lower fees than new clients. Clients with questions regarding SSPCM’s fees or what
accounts and/or assets are subject to billing should contact SSPCM. In addition, clients should
review their invoice or custodial account statements at least quarterly to ensure SSPCM billing
practices are consistent with our Agreement.
Clients may also negotiate a flat fee. In such instances, a flat fee schedule can result in clients paying higher
total fees than those who pay under a tiered fee schedule. Clients may also negotiate a liquidity management
fee schedule, which could result in lower total fees than clients under a different tiered or flat fee schedule.
The specific manner in which fees are charged is established in the client’s Agreement with SSPCM. SSPCM
will group accounts of a client for the purpose of achieving the minimum account size requirements (see Item
7 below) and/or to determine the appropriate fee rate applicable to a client’s accounts according to the
Agreement. Fees are generally billed on a quarterly basis in advance unless otherwise agreed to within the
Agreement.
Fee Schedules
SSPCM maintains different Standard Fee Schedules across its DBAs, and your fees will vary depending
upon which DBA your Agreement is under. In such instances where fees vary between DBAs, some clients
are subject to higher fees than other clients. Fees are negotiated on a client-by-client basis and are outlined
in the client’s Agreement. In addition, some clients are subject to fee schedules and billing practices (including
proration practices) under legacy arrangements that are generally no longer available or are only available
to those clients, and such fees can exceed the 1% annualized rate in the fee schedules below. These terms
are outlined in the client’s legacy Agreement that was executed with either SSPCM or a predecessor firm
and may be negotiated on a client-by-client basis.
In the event the client requires additional services related to items such as investment consulting services,
business succession planning, estate administration, executive compensation planning, financial planning,
recordkeeping platform services, administration and compliance services, and consulting to participant
directed retirement plans, SSPCM may determine to charge for such additional services, the dollar amount
of which shall be set forth in the client’s Agreement. In such instances, this can result in clients paying higher
or lower total fees than those who pay for SSPCM’s investment advisory services.
When a minimum fee applies, We will disclose it to you. Services delivered for partial periods are charged on
a pro-rata basis.

Private Capital Management Standard Fee Schedule

For clients whose Agreements are executed under Private Capital Management, the following Standard Fee
Schedule generally applies, but can be negotiated on a client-by-client basis and therefore fees can vary
substantially between clients, including between clients with similar assets. If a client is invoiced for the first
time prior to the first day of the quarterly period, fees shall be pro-rated based on the number of days
remaining in the quarter after, and including, the date the assets are under management. The client’s first
invoice will be issued in accordance with the terms of the client’s Agreement, which unless otherwise agreed,
will be after the date the client’s assets are under management.

            Market Value of Account                  Annual Fee Percentage               Quarterly Fee
                                                                                          Percentage

          The First $1,000,000 of Assets                      1.00%                          .2500%

         The Next $1,000,000 of Assets                        0.90%                          .2250%

         The Next $3,000,000 of Assets                        0.75%                          .1875%

               All Remaining Assets                           0.50%                          .1250%

SouthState Advisory and Minis & Company Standard Fee Schedule
For clients whose Agreements are executed under SouthState Advisory or Minis & Company, the following
Standard Fee Schedule generally applies, but can be negotiated on a client-by-client basis and therefore
fees can vary substantially between clients, including between clients with similar assets. For only the first
quarterly fee wherein the start date of the account occurs during the quarter, the fee for investment advisory
services provided is calculated in arrears using a prorated formula, based upon the market value of the assets
in the account on the last day of the previous quarter.
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Item 7 – Types of Clients
SSPCM provides services to the following types of clients:
• Individuals;
• High Net Worth Individuals;
• Trusts (including employee benefit trusts);
• Companies (Agencies, Corporate Pension, and Profit Sharing Plans);
• Partnerships / Business Associations;
• Charitable Institutions;
• Hospitals / Museums / Churches / Schools / Universities;
• Foundations / Endowments;
• 401k Plans;
• Government Entities; and
• Labor Unions.

Minimums in manageable assets are determined on a client-by-client basis and can differ between clients
across SSPCM. In certain cases, SSPCM requires a $1 million minimum in manageable assets to start or
maintain an account. At SSPCM’s discretion, the Firm will approve exceptions to these minimum asset
requirements. Accounts that do not meet the minimum requirement of $1 million are unlikely to receive the
full benefits of the Firm’s typical investment strategy due to certain limitations on diversification and other
considerations such as transaction costs, or unavailability of investments due to lack of investor qualification.
Minimum fees are determined on a client-by-client basis and can differ between clients across SSPCM. In
certain cases, minimum fees do apply to clients. At SSPCM’s discretion, the Firm will approve exceptions to
these minimum fee requirements. In the event minimum fees apply, such minimum fees are disclosed directly
to clients and disclosed in the client’s Agreement.