Wasatch Advisors LP

Item 5 – Fees and Compensation

    A. Discretionary Investment Advice

        1. Mutual Fund Fees

Wasatch receives fees from the Wasatch Funds based on a percentage of assets under
management. Wasatch receives an annual fee based on assets under management of 0.80% from
the Wasatch International Select and International Value Funds; 0.85% from the Wasatch Global
Select Fund; 0.90% from the Wasatch Global Value Fund; 1.00% from the Wasatch Small Cap
Growth, Wasatch Core Growth, Wasatch Small Cap Value, Wasatch Ultra Growth, Wasatch
Global Small Cap Value, Wasatch International Small Cap Value and Wasatch Emerging
Markets Select Funds; 1.25% from the Wasatch Long/Short Alpha, Wasatch International
Growth, Wasatch Global Opportunities and the Wasatch Emerging India Funds; 1.50% from the
Wasatch Micro Cap, Wasatch Micro Cap Value, Wasatch Emerging Markets Small Cap, Wasatch
Frontier Emerging Small Countries and Wasatch International Opportunities Funds. In addition,
Wasatch receives annual fees based on assets under management of 0.50% from the Wasatch-
Hoisington U.S. Treasury Fund. Wasatch has retained Hoisington Investment Management
Company (HIMCO) to sub-advise the Wasatch-Hoisington U.S. Treasury Fund and pays HIMCO
a management fee equal to 0.25% of the Fund’s daily net assets. Management fees are accrued
daily and paid by Wasatch Funds monthly. All of the Wasatch Funds, other than the Wasatch-
Hoisington U.S. Treasury Fund, have adopted an institutional share class and an investor share
class. The management fees paid to Wasatch are the same under both the investor and
institutional share classes.

In addition to paying management fees, the Wasatch Funds also reimburse Wasatch for
shareholder servicing on intermediary accounts for which Wasatch has paid a shareholder

servicing fee. The Wasatch Funds reimburse Wasatch an amount equal to the costs that would be
incurred if such services were provided by the transfer agent engaged by Wasatch Funds. Fees
paid by Wasatch Funds other than the management fee (custody fee, administration fee, transfer
agency fee, distribution fee, etc.) are discussed in detail in the prospectus available at
www.wasatchglobal.com or www.sec.gov.

On occasion Wasatch might invest a portion of a separate account in a Wasatch Fund, although
Wasatch will not do this without the prior consent of the client. An example of this might be
investing an account that is seeking exposure to the Indian market but is not registered to directly
invest in India in the Wasatch Emerging India Fund. If any of Wasatch’s separate account
clients’ assets are invested in Wasatch Funds, the client will pay the advisory fee charged by the
Fund(s) on those assets, but not pay an additional advisory fee under the separate account
management agreement.

        2. Separate Account Fees

The fee schedules below show the typical fees separate account clients would pay if funding a
new account at the minimum asset size. Depending on the size of the account and the
investment style, clients may negotiate fees that materially vary from the schedules below.
Some clients have negotiated to include a most-favored-nation provision in their management
agreement with Wasatch. Clients with multiple accounts may be aggregated for breakpoint
purposes. At times Wasatch had other fee schedules which provided for fees that were higher or
lower than those currently in effect. As new fee schedules have been put into effect, they have
been applicable to new clients and the fee schedules already agreed to with existing clients were
not changed. Therefore, some of Wasatch’s current clients are paying different fees than those
shown below and some clients may pay more or less than other clients receiving the same
services.

Wasatch’s compensation is based on a percentage of assets under management as follows:

                a. Fee Schedules

        Domestic Small Cap (including Small Cap Growth, Small Cap Core Growth, Small Cap
        Ultra Growth and Small Cap Value)

                Account Size                              Annual Rate
First           $50,000,000                               1.00%
Next            $50,000,000                               0.90%
Above           $100,000,000                              0.85%

        Domestic Micro Cap (including Micro Cap Growth and Micro Cap Value)

               Account Size                               Annual Rate
Accounts up to $10,000,000                                1.35%
Accounts over $10,000,000                                 1.00%

        Long/Short Alpha

                Account Size                         Annual Rate
First           $50,000,000                          1.00%
Next            $50,000,000                          0.90%
Above           $100,000,000                         0.85%

        Global and International Small Cap Growth and Value

                Account Size                         Annual Rate
First           $50,000,000                          1.00%
Next            $50,000,000                          0.90%
Above           $100,000,000                         0.85%

        International Micro Cap

                Account Size                         Annual Rate
                All Accounts                         1.00%

        Emerging Markets Small Cap and Emerging India

                Account Size                         Annual Rate
                All Accounts                         1.00%

        Frontier Markets

                Account Size                         Annual Rate
                All Accounts                         1.00%

        Emerging Markets Select

                Account Size                         Annual Rate
First          $50,000,000                           0.85%
Next           $50,000,000                           0.75%
Above          $100,000,000                          0.65%

        International and Global Select
...

Item 7 – Types of Clients

Wasatch provides investment advisory services to a wide array of clients. Different investment
products are more suitable for different clients, and so we have broken out the types of clients by
the types of products.

    A. Mutual Funds

As described above, roughly 40% of the assets Wasatch manages are in Wasatch Funds, a family
of mutual funds. Wasatch Funds are available to all types of U.S. investors. They are the most
suitable product for retail investors as the minimum investment size in any Wasatch Fund is
$2,000. Additional requirements for opening, maintaining and closing an account with Wasatch
Funds are set forth in the prospectus available at www.wasatchglobal.com and www.sec.gov.

    B. Separate Accounts

Separate accounts generally have a minimum investment size of at least $1 million in a domestic
style and $10 million in an international style and tend to attract larger clients. Wasatch manages
separate accounts for high net worth individuals, pension and profit-sharing plans, Taft-Hartley
plans, charitable institutions, foundations, endowments, superannuation funds, state and local
government entities, trust programs and other U.S. and international institutions.

    C. Sub-Advised Funds

Each of Wasatch’s sub-advised fund arrangements is unique. Three of the four sub-advised
products are tailored to individual investors in countries outside of the U.S. and are sponsored and
marketed by the entities engaging Wasatch. The other sub-advised product is a U.S. mutual fund
where Wasatch manages a sleeve of a fund which is combined with sleeves managed by multiple
other managers.

    D. Collective Investment Trusts

Wasatch manages four collective investment trusts. The collective investment trusts are
institutional-only investment vehicles aimed at the retirement plan market which are only
available to qualified retirement plans.

    E. Model Portfolio Accounts

Wasatch provides model portfolio account information on a non-discretionary basis to certain
clients, including unified managed accounts. In these instances, Wasatch is providing the model
information to another investment manager that knows the client and exercises discretion as to
whether to implement the Wasatch recommendations. Wasatch does not know the end clients
participating in these accounts. Wasatch is not involved in trade execution for these accounts.
Typically, these model portfolio accounts are for banks with trust accounts or brokerages
operating unified managed accounts.

    F. Limited Partnership

Wasatch launched a private fund, Wasatch Emerging Markets Select Fund, in the second quarter
of 2023. The fund is intended for qualified purchasers and has a minimum investment of
$5,000,000.