Xponance LLC

ITEM 5 – FEES AND COMPENSATION

GENERAL INFORMATION: Xponance offers services on a fee-only basis, except for proprietary accounts which
are non-fee paying. Clients enter into one of two fee arrangements. For Wrap Program accounts, the all-
inclusive fee includes the investment management fee paid to Xponance, as well as the brokerage expenses
(e.g., commissions, ticket charges and similar expenses) of the account, charges for custody services and
certain other administrative fees.

For most non-discretionary portfolio management services and certain discretionary portfolio
management services, clients will pay management fees to Xponance separately from the brokerage
expenses, transaction costs and custody fees related to the account. We generally charge fees based upon a
percentage of assets under management and fee structures are tiered based upon the amount of assets
managed for each mandate. A number of factors are considered in establishing fees including the amount
of assets to be placed under management, asset class mandate, complexity of the client relationship,
performance reporting requirements and pre-existing contractual commitments. For multi-manager
portfolios, Xponance’s fees are typically inclusive of the fees charged by the Sub-Managers.

The annual fee charged by Xponance is generally within the range of .10% and .80% for Active Equities,
.01% and .25%, for Passive Equities and .05% and .3% for Fixed Income and is further dependent upon the

size of the investment in each strategy, the overall size of the client relationship as a whole, extent of
desired customization, the required reporting, and other factors.

Xponance has established a minimum annual fee for each strategy; however, all fees are negotiable.
Depending on the size of the investment, the minimum annual fee could be well in excess of what the fee
would be for larger accounts.

A minimum amount of assets under management is generally required for separate account portfolio
management. In some circumstances, this minimum is negotiable. Below please find a chart with the
minimum requirement per product:

                                                                      Minimum
                                        Product                      account size
                        Active Equities                                  $5 Million
                        Passive Equities                                $10 Million
                        Fixed Income                                    $25 Million

                         Multi-Manager – Separate Accounts         $50 Million
                         Multi-Manager – Integrated Accounts       $25 Million
The specific fees that are charged by Xponance are set forth in each client’s contract. We will also
accommodate client requests for performance-based fee structures. For more information regarding
performance-based fees, please refer to the “Performance-Based Fees and Side-by-Side Management”
section (Item 6) of this Form ADV.

BILLING PROCEDURES: We bill fees in arrears on a quarterly basis. Accounts initiated or terminated during
a calendar quarter will be charged a prorated fee based on the number of days the assets were managed by
Xponance during the quarter and any other specific billing requirements stated in the client contract. We
do not require or solicit payment of fees in advance of services being rendered.

FEE PAYMENT OPTIONS: Clients will be invoiced directly for fees which are paid in arrears once the invoices
have been approved by the client. In some cases, Xponance has the authority to deduct investment
management fees directly from client accounts held at a qualified custodian. Xponance has implemented
procedures to prevent the deduction of fees to which Xponance is not entitled under the terms of the client
contract.

ADDITIONAL FEES & EXPENSES: In addition to the portfolio management fee summary noted above, clients
are responsible for all brokerage commissions, transaction fees, and other related costs and expenses in
connection with transactions in their accounts, as well as custodial fees, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The
separate brokerage expenses may take the form of asset-based pricing, meaning that the broker/dealer
charges the account a flat-rate percentage to cover all brokerage expenses, or these expenses may be
assessed on a per-trade basis.

Each client should review all fees charged by funds, brokers, the investment manager and others to fully
understand the total amount of fees paid by the client for investment and financial-related services. Clients
do not pay Xponance or any of its advisory personnel for brokerage or execution transactions, or custodial

services, but Xponance will administer the payment of such fees at a client’s request. Please refer to the
“Brokerage Practices” section (Item 12) of this Form ADV for additional information.

COLLECTIVE INVESTMENT TRUST FEES: For additional information and disclosures regarding the fees and
expenses of either CIT Fund, clients should refer to the CIT Offering Documents for the respective CIT
Fund.

COMMON TRUST FUND FEES: For additional information and disclosures regarding the fees and expenses of
the Common Trust Fund (“CTF”), prospects and clients should refer to the CTF Offering documents
provided by the Fund’s Trustee/Custodian, Comerica Bank & Trust.

TERMINATION OF ADVISORY RELATIONSHIP: Either party may generally terminate an advisory agreement at
any time by giving written notice of termination to the other party, unless otherwise stated in the client
contract. In the event of such termination, the fees for the calendar quarter in which such termination
occurred are pro-rated accordingly and billed in arrears.

ITEM 7 – TYPES OF CLIENTS

Xponance provides portfolio management services to state, municipal and corporate pension plans, profit-
sharing plans, Taft-Hartley plans, municipalities, corporations, foundations, endowments, pooled
investment vehicles, and high net worth individuals who request our services. We also manage proprietary
accounts, and in exceptional cases, individual accounts, including for certain related entities and/or
person(s).

Certain clients of Xponance may, at the client’s election and upon fulfillment of the subscription
requirements, also be limited partners in the Xponance Diverse Opportunities Fund, for which XAlts serves
as the investment advisor. Clients of Xponance may, at the client’s election, also be customers of Xponance’s
affiliated entity Aapryl, pursuant to a separate license agreement with Aapryl.

MINIMUM ACCOUNT REQUIREMENTS
There is no minimum asset threshold for participation in a Wrap Program.

Minimum allocation or subscription requirements may be waived by Xponance’s CIO.

In addition to the above referenced minimum thresholds, the Sub-Managers retained by Xponance may also
have minimum account requirements.

Please consult the relevant CIT Offering Documents for information regarding the minimum investment
requirements for the CIT Funds.

Please consult the CTF Offering Documents for information regarding the minimum investment
requirements for the CTF.