Wakefield Asset Management LLLP

ITEM 5 – FEES AND COMPENSATION

INVESTMENT MANAGEMENT FEES AND COMPENSATION
WAM’s standard advisory fee for its services managing certain separate accounts referred by another investment
adviser, broker-dealer, or consultant is calculated as follows based on the total amount of assets under contract
with WAM:

                                                                   Large Cap Equity    Small Cap
                                                                   Strategies          Equity Strategy
                      More Than         But Not More Than          Annual Rate         Annual Rate
                      $1,000,000        $10,000,000                0.75%               1.00%
                      $10,000,000       $25,000,000                0.60%               0.90%
                      $25,000,000       $50,000,000                0.55%               0.85%
                      $50,000,000                                  negotiable          negotiable

There are two ways investment management fees may be assessed.

For clients engaged prior to February 1, 2023, asset-based management fees are billed quarterly in advance and
payable at the beginning of each quarter for the following three-month period. There is a $1-million-dollar
minimum for asset management services. Fees and minimums are negotiable.

Effective February 1, 2023, new client asset-based management fees are calculated and are billed quarterly in
arrears, based upon the average daily balance of the assets during the prior calendar quarter. Additional assets
received into the account after it is opened are typically charged a pro-rata fee based upon the number of days
remaining in the quarter.

Unless otherwise instructed by the Client, we will aggregate related client accounts for the purposes of
determining the account size and annualized fee. The common practice is often referred to as “house-holding”
portfolios for fee purposes and can result in lower fees than if fees were calculated on portfolios separately. Our
method of house-holding accounts for fee purposes looks at the overall family dynamic and relationship. When
applicable, and noted in Appendix of the Investment Management Agreement, legacy positions will also be
excluded from the fee calculation.

The independent and qualified custodian holding your funds and securities will debit your account directly for the
advisory fee and pay that fee to us. When establishing a relationship with WAM, you provide written authorization
permitting the fees to be paid directly from your account held by the qualified custodian. Further, the qualified
Custodian agrees to deliver an account statement to you on a quarterly basis indicating all the amounts deducted
from the account including our advisory fees.

The amount of any fee paid by any client will be pro-rated for periods less than a full quarter at the beginning or
end of WAM’s management. Under certain circumstances, the terms of an investment advisory contract, including
fee schedules, terms of payment (including performance-based fees), and termination provisions may be
negotiated.

Either WAM or you may terminate the management agreement immediately upon written notice to the other
party. The management fee will be pro-rated to the date of termination, for the month in which the cancellation
notice was given and any earned fee will be billed to you by our Firm.

Upon termination, you are responsible for monitoring the securities in your account, and we will have no further
obligation to act or advise with respect to those assets. In the event of client’s death or disability, WAM will
continue management of the account until we are notified of client’s death or disability and given alternative
instructions by an authorized party.

In no case are WAM fees based on, or related to, the performance of your funds or investments.

CONSULTING SERVICES
The fee for WAM’s consulting services varies based on the type of service provided, the duration of the project,
the expertise required and other factors and is negotiated on a client-by-client basis.

WRAP FEE PROGRAMS
Managed Account Programs generally offer brokerage, custody, and investment advisory services or some
combination thereof for a fully bundled fee (commonly referred to as a wrap fee). The annual fee paid by the
client to the Managed Account Program will typically range from 1.5% to 3% of the client’s assets under
management (although it can vary by program). Under such program, WAM’s services are typically provided

pursuant to an agreement with the Program Sponsor. The Program Sponsor generally pays WAM 0.50% of the
assets WAM manages under the Managed Account Program (although fees vary by program). Fees paid to WAM
for fully bundled wrap fee Managed Account Programs are typically less than the fees in partially bundled or
unbundled arrangements such as separate accounts.

ADMINISTRATIVE SERVICES
We have contracted with Tamarac, an unaffiliated firm (“Tamarac”) to utilize their technology platform which
supports data reconciliation, performance reporting, fee calculation, client relationship maintenance, at least
quarterly performance evaluations, and other functions related to the administrative tasks of managing client
accounts. Due to this arrangement, Tamarac will have access to client accounts, but Tamarac will not serve as an
investment adviser to our clients. WAM and Tamarac are non-affiliated companies. Tamarac charges our Firm an
annual fee for each account administered by its software. Please note that the fee charged to the client will not
increase due to the annual fee WAM pays to Tamarac. The annual fee is paid from the portion of the management
fee retained by WAM.

ADDITIONAL FEES AND EXPENSES:
In addition to the advisory fees paid to our Firm, you also incur certain charges imposed by other third parties,
such as broker-dealers, custodians, trust companies, banks, and other financial institutions (collectively “Financial
...

ITEM 7 - TYPES OF CLIENTS

We provide investment advice to individuals, high net-worth individuals, trusts, estates, charitable organizations,
corporations, pensions, and profit-sharing plans and to other financial services and investment companies.

WAM provides portfolio specific separate account management for accounts referred by WWM, or third-party
investment advisers, brokers, and/or broker-dealers. Under these programs, participating clients (generally with
the assistance from the third-party investment adviser) may select WAM to provide selected investment advisory
services for their account. This may be only a portion of the client’s overall investment portfolio.

The account minimum for separately managed accounts referred to WAM through third party financial advisers
and Managed Account Programs is generally $100,000 to $250,000, depending on the program. WAM, at its sole
discretion, may raise or lower such minimums in certain circumstances.