Wintergreen Advisers LLC

Item 5                                                    Fees and Compensation

The basic fee schedule of the Adviser is as follows:

    The Adviser is entitled to receive from the Mutual Fund an asset-based investment management fee equal to an annual rate of
    1.5% of the average daily net assets of the Mutual Fund. Such fees are accrued by the Mutual Fund daily and are payable
    monthly in arrears on the first day of each calendar month for services performed during the prior calendar month. Each
    investor in the Mutual Fund is subject to the same fee terms.

    The Domestic Private Fund, the Offshore Private Fund and the Offshore Unit Trust each pay the Adviser a fixed fee in
    advance as of the beginning of each quarter. The fixed fee is equal to an annual rate of 0.75% of the net assets of each of the
    Domestic Private Fund, the Offshore Private Fund, and the Offshore Unit Trust, respectively. In addition, for each fiscal
    quarter, an affiliate of the Adviser is allocated, out of net profits, an amount equal to 0.1875% (i.e., 0.75% per annum) of the
    net assets of each of the Domestic Private Fund and the Master Private Fund, subject to a shortfall provision, pursuant to
    which any amount not allocated for a particular calendar quarter as a result of insufficient net profits, will be carried over to
    the following quarter. The Adviser waives fees for investors in the Private Funds that are principals, employees, and certain
    of their family members and their trusts or family partnerships.

The Adviser does not deduct fees from client accounts. Rather, the fees are billed to the Mutual Fund and the Private Funds.

In addition to paying advisory fees, the Funds will also be subject to investment expenses such as brokerage fees, commissions and
related costs; duties and other governmental charges; transfer and registration fees or similar expenses; costs associated with
foreign exchange transactions; and other portfolio expenses associated with products or services that may be necessary or
incidental to such investments or accounts. In addition, the Funds will generally be subject to service provider expenses, such as
legal fees, administrator fees, directors' fees and expenses, custodian fees, tax preparation fees and accounting fees. Also, to the
extent a Fund is invested in money market mutual funds, ETFs or other registered investment companies, it will bear its pro-rata
share of the expenses, investment management fee and other fees of such fund, which would be in addition to the advisory fee paid
to the Adviser. For the Private Funds organized in a master-feeder structure, the feeder funds bear a pro-rata share of the expenses
associated with the related master fund. Finally, the Mutual Fund is also subject to additional expenses related to its operation as a
registered investment company, such as, distribution and shareholder servicing fees, compliance fees and transfer agency fees.

As noted above, the advisory fee charged to the Private Funds is paid quarterly in advance. The advisory fee is prorated for any
period that is less than a full quarter and refunded upon withdrawal from a Private Fund prior to the quarter-end.

Wintergreen Advisers, LLC – Brochure Part 2A                   Page 4                                               March 29, 2019

Item 7                                                        Types of Clients

The Adviser’s clients (the Funds) consist of registered and unregistered commingled investment vehicles. With respect to each
Fund, any investment minimums are disclosed in the offering documents for the Fund.